Curiosity Killed the Cat
by Jen K
Summary: The Black Cat has a chance to unmask Spider-man. Also a flash back to when they first met.
1. 1

This is pretty much cartoon-verse (if that's a word). I loved the fox cartoon and that's where I got most of my Spider-man knowledge. I've heard that the real Black Cat is a little different but I'm portraying her like they did in the cartoon. Tell me what you think, I love to get advice.

Prologue

The Black Cat leapt from the building top, carry Spider-man over her shoulder. She was surprised that she had managed to carry him this far. For as strong as he was he wasn't that heavy. That was good because she didn't have time to rest. She had to keep pushing towards ESU and find the one man she knew could help her. She reached the science building on campus and noticed the light was on in the second floor laboratory. She muttered a thanks to god, even though she didn't believe in god. But right now it couldn't hurt to have a little faith.

            She latched a wire to the top of the building and used it to scale the wall while still delicately carrying Spider-man. "We're almost there, my sweet. Hold on," she whispered into his ear as she climbed.

            She opened the window and silently crawled into the laboratory. Doc Connors was consumed in his work and didn't notice her presence. "Doctor Connors, I'm so glad you're here".

            Startled by the Black Cat's voice, Doc Connors jumped. He looked toward the window but couldn't make out the figure in the shadows. "Who's there? How did you get in here? This is classified research, I'm calling security."

            The Cat stepped forward into the light, holding an unconscious Spider-man in her arms like a baby, "Please, Doctor Connors. I need your help. He's been poisoned and you're the only one I knew who could save him."


	2. 2

The Girl with Blonde Hair

Two Years Earlier…

            Peter walked into the lecture hall to his Advanced Chemistry class. This was the first time he'd actually made it to class in weeks. Being Spider-man had kept him busy. Despite his absences, he'd kept up to date with his class work. He'd read all the assigned reading and then some. After seeing so much pain and taking so many dangerous chances, schoolwork had become an escape for Peter. Nothing soothed his nerves like a good chapter on the intermolecular forces of bio-molecules. Peter chose a seat in the back row near the door. The old Peter Parker would have wanted to sit up front to hear better, but now he needed to be close to the exit in case he was needed.

            A short, frumpy-looking girl with glasses took the seat next to Peter. "Peter, I haven't seen _you here in a while. So you decided to actually show up to class for a change." _

            "Hi Debra," Peter replied. Debra and Peter were the only two freshmen in the class. Both had passed out of the remedial classes and skipped two years ahead. 

            "How do you do it?" Debra asked.

            "Do what?" 

            "Ace all the tests without coming to class. You must think you're so smart. Peter Parker, class is just too easy for you, huh? You don't even have to come." Debra ranted on in her high-pitched annoying voice.

            "It's not that. I've been busy with my job at the Daily Bugle…"

            At that moment Peter was interrupted by the most beautiful woman he'd ever seen. "Is this seat taken?" She asked Peter.

            Peter was too dumbstruck to reply. Debra rolled her eyes. The woman wore a tight, low-cut white shirt and short jean skirt with a black belt and matching black boots. She sat down on the other side of Peter and tossed her long blonde hair over her shoulders. "What was that you were saying about acing all the tests?"

            Peter was silent but Debra jumped in, "Yeah, he doesn't come to class but gets all A's. Even on the last test. I mean I got a B+ but I saw that Peter got an A. I heard everyone else failed. I bet that Doc Connors will…"

            "That's nice," The beautiful girl interrupted, obviously unamused by Debra. She hadn't taken her eyes off Peter the whole time Debra had been talking. "You know, I've been struggling so much with this class. Maybe you could help me study for the next test. If you're not too busy. The name was Peter, right?"

            Peter was in shock. He couldn't believe this gorgeous woman was actually talking to him. "Yeah," He finally managed to spit out after a moment of silence. "I'm Peter Parker. I'd love to help you."

            "Big surprise," Debra mumbled under her breath. She didn't even try to hide her contempt for the girls across from her. But the gorgeous blonde completely ignored her.

            "I'm Felicia Hardy. Meet me at the library Thursday afternoon. Maybe I'll let you take me out to dinner afterwards." She batted her long eyelashes.

            "Sure." Peter managed to reply.

            "Hmph." Debra grumbled. She thought to herself, I guess all it takes skin-tight clothes and make-up for Peter to pay attention. But Felicia Hardy is just using him to get good grades. Pretty girls like her get whatever they want. But soon Peter will realize this and he'll realize that he and Felicia have nothing in common. He belongs with someone smart and quiet, someone who understands him. Someone like me. So maybe he'll have his taste of excitement but he'll grow weary of her. Peter can't handle excitement.

            At that moment, Doctor Connors walked in and took his place in front of the blackboard. Debra snapped out of her reverie and she pulled out her notebook and pencil. As Doc Connors spoke, she furiously wrote down everything he said, meticulously organizing each point by common theme.

            On Peter's other side, Felicia was also taking notes, if you could call them notes. She wrote down an occasional word from Doc Connors lecture but then returned to doodling flowers and hearts with her pink sparkly pen.

            Peter didn't bother with notes. He would listen to Doc Connors every word and try to visualize what he was describing. He was familiar with today's particular topic, he'd read the article Doc Connors wrote on the subject. Peter respected Doc Connors profoundly. He was a brilliant man and a pioneer in the field of Neogenics. Normally he would devote his full concentration on the lecture, but his thoughts slipped elsewhere.

            Peter thought of the gorgeous girl next to him. Girls like that didn't talk to him everyday. He watched her attempt to follow Doc Connors lecture, while she chewed lightly on her pen. Perhaps, she was just taking advantage of him to get a better grade. But he really didn't care. The last year had presented him with so many interesting opportunities maybe this would be another.  

To be continued…

Note to reader: Hey, is neogenics the right word? Did I spell it right? Feel free to correct me. Oh, and in response to some of the reviews, the first chapter was a bit of a teaser. You're not supposed to know exactly what's going on yet. Keep giving me feedback. It's what keeps me going.


	3. 3

Study Session

            "So a momentary dipole force is created, attracting this molecule here and… You're not paying attention, Felicia."

            Felicia was staring out the library window, twirling her hair.

            Peter coughed loudly, attempting to get her attention.

            She snapped out of her day dream. "I'm sorry, what did you say, Peter?" She flashed him her most innocent smile and batted her lashes.

            Her innocent act didn't work on Peter. In fact, Felicia was noticing that her charm had less and less effect on him. She was used to having complete control of men. The fact the Peter was becoming immune to her charm was new and almost exciting. At least it would be if he weren't always talking about chemistry.

            "Look, this is a waste of both of our time. If you don't want to pay attention I don't see the point." Peter got up and started collecting his books off the table.

            "No, Peter, don't leave. I promise to pay attention from now on. Cross my heart." 

            "Look, I just don't think I have the time for our study sessions anymore. I've been really busy lately. I can't waste anymore time." Peter replied.

            "So I'm just a waste of your time?" Felicia asked, her forehead crinkled in anger.

            Peter sighed; he hadn't meant to hurt her feelings. "No, I didn't mean it like that. It's just that I don't think you really want to learn the material. If your heart's not in it then no matter what you do you're not going to get any better." 

            "I don't think your hearts really in teaching me then. You're late most of the time, if you show up at all. What's so important that you're always running off to?" Felicia didn't like that about Peter. People can't leave _the Felicia Hardy waiting. But she had been willing to put up with it since he was doing her a favor. In reality, she was really doing him the favor. How often does Peter get the chance to associate with beautiful and powerful people, such as herself?_

            Peter's heart beat faster. He didn't like it when people noticed his disappearances. He prepared to give his typical lie, "I've been working for the Daily Bugle and, um, sometimes I get called at the last minute. But that's not really the issue."

            Felicia looked closely at Peter. For some reason, she felt that he wasn't telling the truth. He seemed overly nervous. The rumor on campus was that Peter was an important photographer for the Daily Bugle. This renewed Felicia's respect for him. He might not be the star of the football team but working for a prestigious newspaper was better than nothing.

            "Look, Peter," Felicia said, "I guess I'm not really mad at you. You're right, I don't really care about chemistry. I didn't really want to take it in the first place."

            "Then why did you?" Peter asked.

            Felicia smiled as she remembered the reason why she chose the class. "Because my mother told me not to. She donated a huge amount of money to the school, so most of the other teachers pass me whether I show up for class or not. But Dr. Connors is different. He's not afraid of my mother. She knew he wouldn't change my grade and that I'd actually have to earn it. She didn't think I could pass and I guess I wanted to prove her wrong."

            "You can still prove her wrong." Peter added.

            "Why bother. Everyone knows my mother's rich enough to pay off all the teachers. No one would believe I did it myself."

            "I'd believe you," Peter replied. "You could do it if you tried."

            "Yeah, right," she laughed. "I'm dumber than a box of rocks."

            "I don't think you're dumb at all." Felicia looked deep into Peter's eyes as he spoke these words and she could tell they were spoken sincerely. "I think that you're afraid to show it, but inside you're a very intelligent woman. I've seen glimpses of it during are study sessions."

            Felicia was silent. She had to look away from Peter's deep blue eyes because she was ashamed of how moved she was by his words. No one ever thought she was smart. She always acted ditsy because that's how everyone treated her. If she acted passive and ignorant, like she was expected, boys fell easily under her spell and into her control. But she'd tire of them after a while. Lately she had felt increasingly bored with her life. Being beautiful and going to parties wasn't as fulfilling as she made it out to be. She longed for excitement, but instead she found herself with Peter Parker. But maybe he could help her find what she was looking for.

            "O.k. Peter," she replied in a deep, forceful voice. "Let's get to work. I'm going to pass tomorrow's test."

***

            In only two hours, Peter was surprised to find that Felicia had mastered the chapter. He knew she could do it but he hadn't known how quickly. Her attitude had changed significantly. The once care-free hair twirler had transformed into a driven chemistry machine. She absorbed everything Peter told her.

            "I think you've got it. You're gonna be fine for tomorrows test." Peter closed his book.

            "I have just one more question." Felicia replied.

            "What is it?"

            She reached across the table a pulled an unsuspecting Peter towards her. "Why haven't you kissed me yet?"

To be continued…


	4. 4

            Peter embraced Felicia and passionately returned her kiss. For a moment he was no longer Peter, he was Spider-man: strong, confident and daring. But then his sensibilities returned and he was Peter again.

            "Felicia, I'm sorry." He stuttered. He couldn't believe he had just kissed the most beautiful girl in school.

            "Why?" She pulled back surprised. That wasn't the response she had expected. Most men couldn't stop themselves once they started making-out with her.

            "I shouldn't have kissed you," Peter replied meekly.

            "But I wanted you to." Felicia was confused. This was definitely unusual behavior.

            "You're dating Flash. It was wrong of me. I, I'm sorry." Peter avoided her eye contact and hurriedly gathered his books.

            "Thompson! We're not really dating. I mean its nothing serious. I'm free to do as I please." Felicia replied.

            "So you're not dating him?"

            Felicia shook her head. 

            "I still feel this is kind of awkward. I don't normally kiss people I'm helping with Chemistry. Molecular physics isn't really a turn on," Peter forced a laugh. He continued uncomfortably, "Maybe, we could go out to dinner or a movie? Somehow that seems more natural."

            The moment was gone. Felicia regretted kissing him. For a moment, he kissed her back and everything felt right. Now, it seemed stupid. She couldn't date Peter. Ha! To be seen in public with him. He wasn't bad looking but girls like her don't hang out with science geeks. But just a moment ago she had wanted him unlike anyone she had ever wanted before. And this scared her.

            "I dunno, Peter. I'm tired. Let's call it a night." Felicia finally stated. She didn't want to date but she didn't want to say no. She was still confused by all the new emotions brewing within her. "Will you walk me home?"

            Peter wasn't surprised. 'She'd never date someone like me,' he thought. 'That kiss was just a moment of confusion." So Peter justified their kiss and decided to pretend nothing had happened. "I'd love to walk you home. It's dark out and I wouldn't let you walk alone."

            Felicia rolled her eyes. Guys were always flattering themselves that way. They think that they can protect you just because they're men. She collected her books and Peter and her walked out the door together, neither uttering a word to the other. Both were more than willing to forget what had just happened.

            The two strolled silently through the commons in the middle of campus. It was dark and Peter felt it would be a long walk to the dorms especially since neither of them was speaking. Suddenly Peter's spider-sense went off. Something wasn't right. Peter heard a rustling in the bushes a few feet a way.

            "Did you hear that?" Peter asked.

            "No," Felicia replied nonchalantly. She wasn't in the mood for any games. She just wanted to get home. 

            Peter held up, as Felicia walked forward a few more steps. He stood still and concentrated on his surroundings.

            Felicia noticed that he wasn't walking anymore. She turned to him and put her hands on her hips. "What is it Peter?"

            Peter didn't look at her. He was still concentrating on the area he had heard the noise. He moved his finger toward his lips signaling for Felicia to be quiet.

            Peter slowly moved toward the bush. Then a large figure darted out from behind the bush and swiftly ran away.

            Felicia's eyes widened in disbelief and she couldn't find the breath to muster up a scream. Finally she managed to utter, "Oh my god! What was that?"

            "I dunno," Peter replied as he moved toward Felicia. Had she not been there he would have gone after it. "It's gone now. We probably scared it off."

            "How did you know it was there? I swear I didn't hear anything."

            Peter ignored her question and grabbed Felicia's arm, pulling her with him as he hastened his step. He wanted to get out of this dark area. It wasn't safe. Something wasn't right. After walking quickly for a few minutes, Peter and Felicia heard a scream from nearby.

            "Go run for help!" Peter yelled at Felicia. He then turned and ran in the direction of the scream. When he'd gone far enough out of sight, he ripped off his clothes revealing the suit beneath and he pulled on his mask. Spider-man emerged.

            He came across a large man dressed in animal skins. The man was holding a girl by the neck. A smile came over the man's face when he saw Spider-man. He spoke with a large, grisly voice, "I was wondering how many students I'd have to abduct before you came, Spider! You were quicker than I thought."

            "Let the girl go!" Spider-man demanded.

            "Of course!" The man laughed and released the girl, "It's you I want."

            The girl fell to her knees. She coughed but quickly got up and ran, leaving her backpack behind. The large man in animal skins got down on all-fours like a football defensive line-man. He motioned with his hands for Spider-man to come forward. "You're an interesting creature, Spider. Let's see what you've got!" He then lunged toward Spider-man.

            Peter was having trouble taking this man seriously. He easily jumped, doing a back flip and avoided the man's attack. "New York really has it's share of weirdos!" Peter remarked aloud.

            Felicia had called 911 on her cell phone and reported the attack. Her common sense told her to run back home. But her curiosity got the better of her. She wanted to see what had caused the girl to scream. She had just come across the scene in progress. She saw the young student fleeing and there was a large man in some make-shift fur costume. And then there was Spider-man. She'd heard about him. He'd been all over the papers. But part of her never believed in him. And here he was. She watched in amazement as he flew threw the air and perched himself on a nearby lamp-post.

            The man had regained his balance and shifted his moment toward the lamp-post. He shouted up to Spider-man, "Come down here or I will come up after you?"

            "If you insist!" And Spider-man leapt from the lamp-post, soaring over the man. He crouched on the ground in fighting position ready to challenge the man.

            The man hurled himself toward Spider-man. Spider-man rose up to meet him. Spider-man easily threw him to the ground. "You know, leopard print was last year's fashion statement. You should think about getting a new outfit." Spider-man used his webbing to entangle the man.

            "I killed that leopard with my bare hands. Just as I will kill you." He ripped free from the webbing.

            "I don't think so," Peter replied.

            Felicia watched as the two men wrestled and fought. It was clear that Spider-man had the upper hand. She was close enough to hear Spider-man's quips and the large man's grunts.

            "I've had enough exercise for one night. Why don't you go home to mamma-bear, or wherever you came from. Leave the students on this campus alone." Spider-man dealt three successive punches knocking the man over. 

Blood drizzled from the man's lip. He quickly got up. Instead of running to attack Spider-man he turned. "I smell young blood. A female!" He ran straight toward Felicia.

He grabbed her and slung her over his shoulder. He began to run. Spider-man followed close behind. They came across a busy street. Felicia was kicking and struggling to get free. The man turned and looked at Spider-man. 

"You've got no where to go. You can't make it across that street." Peter replied as cars whizzed by.

"I don't intend to. I'll be back, though, Spider. I am Kraven the Hunter and I will not rest until I have defeated you." He then threw Felicia into the oncoming traffic. 

To be continued…


	5. 5

Note to reader: Sorry about the delay. I'll try and get the next chapter up sooner.

Present time:

"Doctor Connors, is he going to make it?" the Black Cat asked.

            Doc Connors examined a blood sample under the microscope. "It's too early to tell. The poison appears to be a derivative of snake venom. He's better able to fight it off than a normal human, but it's slowly killing him. I'm going to try to make an antidote but I'm not sure I'll be able to come up with it in time."

            Spider-man lay on a lab table near by. He uttered a weak moan of pain.

            "There's gotta be something I can do to help." She replied.

            "Well, you didn't tell me who poisoned him, but its possible that the person has an antidote." Doc Connors said as he returned to the concoction before him. He had to work quickly if he was going to find an antidote in time to save Spider-man.

            Felicia didn't answer. She had already headed out to find the man who did this to her love.

            Doc Connors saw that she was gone. Good, he thought. He wasn't sure whether the attacker would have an antidote but he needed the Black Cat out of his way. She couldn't help by watching, she would only be a disturbance. He had to get her out of the lab.

            Meanwhile, Felicia agilely hopped from building top to building top in search of Kraven the Hunter. As she inspected the cite of their recent fight, her thoughts drifted to the first time she encountered this villain…

            Felicia had been thrown into the street by a mad man who called himself Kraven. She fell helpless in front of oncoming cars. Spider-man slung his web to a nearby building and quickly swung into the street whisking Felicia up in his arms right before a car hit her. 

            Felicia opened her eyes. For an instant she thought she had died, but instead she found herself in the arms of Spider-man. They reached the top of the building and Spider-man set her down but she couldn't stand up. Her knees felt week and gave out. Spider-man caught her before she collapsed. "Are you o.k ma'am?"

            Felicia nodded, Spider-man still supporting her.

            "Looks like the psycho got away." Spider-man said. He couldn't leave Felicia like this. She didn't seem hurt, but she was clearly shaken up. Plus, the man had at least a two minute head start. But Peter knew this wouldn't be his last encounter with Kraven.

            "Would you like me to take you home miss?"

            Felicia began recovering her nerves. She could stand on her own now. "You're Spider-man!"

            "Yes," Peter laughed, "That's what they call me."

            "I can't believe you're real! I mean I've seen your picture in the paper but part of me didn't believe you existed. And tonight you saved me, like some sort of angel." Felicia replied.

            Peter stood speechless.

            "You saved my life. I have to thank you." Felicia leaned in towards Peter. She lifted his mask slightly and laid a soft kiss on his lips.

            "I, um, yes," Peter stuttered. "I should probably take you home." He replied nervously. 

            "O.k." Felicia smiled.

            "Um, do you live on campus?"

            "Yes, I'll show you how to get there." Spider-man swept her up in his arms and they swung toward the campus. She cherished the moments that held her, swinging swiftly through the air. She felt safe and warm and she didn't want this ride to end. 

            Peter reached her room. He pretended to be ignorant of where she lived even though he knew exactly what room. He noticed that Felicia gave him round-about directions which prolonged the trip. Felicia wanted to be with this mysterious man as long as possible. Unfortunately they eventually arrived.

            "Good night miss. I'm sorry about this evening." Spider-man said as he dropped her at her door.

            "I'm not," Felicia replied in a quiet breathy voice while batting her eyes.

            "Your not what?" Spider-man asked puzzled.

            "I'm not sorry about this evening. My name's Felicia and I want to see you again."

            "Well Felicia, if your ever in trouble again I promise to be there." And Peter took off swinging out of sight. He didn't turn around, or he would have seen Felicia staring, watching as he swung off into the distance. As he swung he thought about the odd events that had occurred. There was a new raging lunatic on the loose but that didn't disturb him as much as the other things that just happened. He had kissed Felicia not once but twice this evening. But he knew that the first kiss, when he had kissed her as Peter was probably forgotten. He feared that it was this second kiss that overwhelmed Felicia's thoughts. Tonight she would dream of Spider-man, Peter was just a dim memory.

To be continued…


	6. 6

Note to reader: I've been pretty busy but I'll try and keep posting. I'm not sure exactly where this story is going but hey, its fun. Keep reviewing. And I took one of the reviewers advice and added more Debra.

Two weeks had past since Felicia had first met Spider-man. She was obsessed. He dominated all her thoughts. As she sat waiting for the beginning of chemistry class she barely even heard her friend Jenny talking to her. She was consumed with the memory of Spider-man holding her in his arms.

"So how'd you do on the last test? I got a C minus and, like, my dad is going to totally kill me. It's not fair that we have to take this class to be pre-med! I mean I just wanted to meet a rich doctor, I didn't expect to actually do any work. I mean really!" The skinny blond girl complained but Felicia wasn't paying attention. "Are you even listening to me, Felicia?"

"Oh, yeah, sorry." Felicia realized that Jenny was talking to her, "What was it you said?"

"God, this new mystery man you won't tell me about must be really something. I've never seen you get so worked up over a guy. Why won't you tell me who he is?" She replied.

"He's no one. It's nothing really."

"Whatever. So what did you get on the test?"

"I got an A. I really ought to thank Peter, he helped me study," It was true that he helped her, but Felicia was proud of that A because it was the first grade she had actually worked for and earned. She had meant to tell Peter but he hadn't been in class the past couple of days. He would be proud.

"This guy that you like, it's not Peter Parker, is it! Because that would be so funny, its like right out of Romeo and Juliet. The most popular girl in school falls for the weird science geek!" Jenny laughed excitedly tossing her hair to the side.

The two girls didn't notice the low mumble of distaste coming from behind them. "That's nothing like Romeo and Juliet." Debra Whitman hated Felicia with a passion. She made no attempt to conceal the dislike in her face but Felicia didn't even notice. She never noticed Debra which made Debra hate her even more.

"No," Felicia smiled. "Peter's not the guy. He's really sweet and smart, but he's just not my type."

Debra was relieved that Felicia didn't like Peter and at the same time infuriated. Peter was clearly smitten with her beauty and charm, but Felicia didn't even realize that she had the smartest, cutest guy in school at his knees for her. She was just using him to get a good grade. And it made her even more angry that Peter didn't realize this. He was too superficial to care that a ditz like Felicia could so easily control him. 

Peter stumbled into the lecture hall just as Doc Connors began. He found a seat next to Debra. "Hey."

Debra had decided that she was mad at him for being a superficial jerk and no better than the rest of the guys on the planet so she snapped back with hostility, "Shhh. I'm trying to listen to the lecture. If you wanted to talk you should come on time. The rest of us are trying to learn."

"Um, o.k." Peter said surprised by Debra's tone. He had spent the last week researching this madman named Kraven. So far he had fought him twice more but Kraven always managed to escape. He had learned that he was a great hunter from Africa and Peter realized he was more than just a crazed lunatic, he was a dangerous enemy not to be taken lightly. He had to be on guard.

Felicia noticed that Peter had arrived in class. She turned around in her seat, eyes sparkling, hair shining and she smiled, "Peter, its so good to see you!"

Debra rolled her eyes and Jenny suppressed a laugh. "Hi Felicia," Peter replied.

"I just wanted to thank you so much for helping me with Chemistry. I got an A on the last test. I couldn't have done it without you."

"That's not true. You learned it on your own. You should be really proud."

Debra nudged Peter and whispered, "Doctor Connors just looked at us. We shouldn't be talking. I don't want to him to think that I'm not paying attention. I really want to get the job of his lab assistant and he won't give it to someone who doesn't pay attention in class."

Felicia glanced over a Debra and then whispered, "I'll talk to you after class, Peter."

Peter sighed. He couldn't think about chemistry right now. Lately he had thought more and more about Felicia. She was stunningly beautiful but there was something more, some extra spark he noticed that just set his heart on fire. He scolded himself for thinking about her again. Nothing was going to happen. She would never like a guy like Peter. And it was too dangerous for him to have a relationship anyways. Spider-man endangers all those close to Peter.

Peter's thoughts were interrupted by his blaring Spider-sense. He looked around but saw nothing unusual. He stood up to get a better look.

"Peter, what are you doing…" Debra asked but she trailed off, unable to finish her question. A wild-looking man dressed in cheetah skins and sharp teeth around his neck, had just burst through the window. He ran like an animal on all fours to the head of the classroom.

Kraven the Hunter grabbed a stunned Doc Connors and held a blade to his neck. Pandemonium broke out in the lecture hall. Students ran toward the exits, pushing each other out of the way. Peter stood still at first contemplating his next move. Debra's first instinct was to run but then she noticed Peter standing still staring menacingly toward the attacker.

"Oh, my god! Oh, my god!" Jenny panicked as she tugged on Felicia's shirt. "We have to get out of here."

"You go ahead. I'll try and get help." Felicia replied. She recognized Kraven and she was hoping that Spider-man would show up soon. She wanted another chance to see him.

"Whatever, I'm getting out of here." Jenny replied.

"Spider! Show yourself." The crazed man yelled up into the lecture hall as kids still hustled to get out. "I know you're here. I followed your scent. I can tell you're close by. Don't be a coward, show your true skill as a hunter and fight me or this man here dies!"

Debra shaking with fear gave Peter a meek nudge. "Come on, Peter. Let's get out of here."

Peter decided on a course of action. Most of the students had now reached the exit. Debra, Peter and Felicia were the only ones left standing in the middle of the lecture hall. Peter decided he first had to get Debra and Felicia out of harms way. He pulled the two girls toward the doorway.

            Felicia protested, "Wait, I wanna see what happens!"

            "Felicia, the best thing we can do is get out of the way." Peter didn't realize that she was really waiting for Spider-man. Debra happily let herself be escorted out of the lecture hallway. She had wondered why they didn't get to safety sooner. As the three exited the building, Peter released their hands. 

Debra turned to talk to Peter but he wasn't there. He had disappeared in a mere instant. She scanned the crowd of people that had also left the building but he was no where. "Where did Peter go?" Debra asked Felicia.

"I dunno, but I wanna go back in!" Felicia smiled mischeviously.

"No, you can't! Its not safe!" 

But Felicia paid no heed to Debra's warning. She was already headed back toward the building. Debra reluctantly followed. 

To be continued…

What did you think? Any suggestions? I should hopefully post sometime next week.


	7. 7

 Note to reader: Sorry for the long delay in posting this next chapter. I appreciate the enthusiasm of the reviews. I hope I don't disappoint you.

            "Spider! Why do you hide behind that mask! Let me see your eyes like a true hunter." Kraven yelled as Spider-man swooped into the lecture hall.

            "Let the man go. This is between you and me." 

            Kraven forced his knife closer to Doctor Connor's neck. Blood trickled down from the knife point. Doctor Connors tried not to panic.

            Kraven replied, "I want a fair fight. You and me, to the death. Let's see who is the stronger hunter."

            "I'm not going to kill you." Spider-man replied as he inched closer to the crazed man in leopard skins, not wanting to make any sudden movements that could cause him to deepen the knife wound on Doctor Connor's neck. "Now leave this man out of it."

            "We fight to the death! If you win and you do not kill me, I will kill this man. His life or yours. You decide Spider." Kraven bashed Doctor Connor's head against the building's wall, knocking him unconscious. He then hoisted Doc Connor's limp body high against the wall and drew back the knife.

            Peter thought that this man was going to kill him. "No!" he screamed.

            The knife was not intended for his body. Instead, it went through Doc Connor's lab jacket and the wall, leaving his unconscious body propped upright. "One of the three of us will not leave this room alive. Who will it be Spider? Him, me or you?"

            "Why are you doing this?" Spider-man asked.

            "For a long time I thought I was greatest creature on earth, the most ferocious beast of the jungle. But then I heard rumor of a man who swung amongst the skyscrapers of New York. I had to challenge you, see if you were everything they said you were."

            Kraven darted toward Spider-man. Peter dodged his initial strike but was caught off guard by a punch. Peter flipped backward to avoid another hit. He could taste the blood in his mouth.

            "I have been impressed so far by your skill, Spider. But I am the better hunter."  Kraven charged at Peter but this time Peter was prepared. The two men raged in bitter fighting.

            Felicia and Debra had been watching the events from afar. Debra was frozen with fear but Felicia tugged at her sleeve, "We've got to help Doctor Connors!"

            Debra couldn't speak but she nodded and followed Felicia. Felicia crouched down, attempting to stay hidden behind the chairs in the lecture hall. She made her way down the aisle. Debra struggled to keep up and she would have been impressed by Felicia's agility had she not been so concerned with her own safety. But as the two reached the front of the classroom, they appeared to be safe. The man in animal skins was consumed with fighting and didn't notice their presence.

            Felicia pulled the knife out of the wall and caught Doctor Connors. Peter noticed the two girls out of the corner of his eye as he threw another punch at Kraven. 

            "Help me carry him out of here." Felicia whispered to Debra.

            She hadn't been quiet enough. Kraven heard her voice and glanced over at Felicia. He left Spider-man and charged toward the two girls and Doctor Connors. Spider-man shot a web and swung in front of the wild man, trying to protect the three innocent people, "Go, on. Get out of here!" 

            As Peter was screaming at Felicia to leave the building, Kraven pummeled Peter to the ground. He was trapped beneath the large man's body, his fists around Peter's neck. Peter tried to kick him off but to no avail. His struggle to fight Kraven was now his second priority as Peter struggled to breath. Kraven's hand closed tighter around his neck and Spider-man was helpless. 'Not like this,' Peter thought. He always knew that losing was a possibility but he didn't want to lose to a crazy brute like Kraven.

            Felicia saw Spider-man struggling to get free beneath Kraven's grasp. "We've got to help him! That man is going to kill him."

            "Come on, lets just get out of here." Debra replied, "Let the wierdos fight."

            Felicia didn't listen. She ran over toward Spider-man. She wasn't going to let this man kill her beloved. 

            Peter blanked out with his last memory of Kraven's sinister smile.

            Felicia grabbed a glass beaker off Doctor Connor's lab table and threw it at Kraven's head. He shook off the blow as if it were nothing and ignoring Felicia, concentrating on killing Spider-man. Felicia grabbed another glass beaker and threw it at him again. He looked at her annoyed and released his hold on the unconscious Spider-man. Kraven whispered toward Spider-man, "We'll finish this in a moment."

            Kraven got up and walked toward Felicia, "You again. I thought you would have learned to stay out of my way. It's a shame I am going to have to ruin such a pretty face." Kraven darted toward Felicia.

            Felicia's heart raced and she found herself swiftly dodging his attacks. Kraven persisted. Felicia scampered around the lab table and spied another beaker labeled "HCl". She grabbed it and threw it at her attacker. 

            Kraven screamed and grabbed his face which burned from the acid. Spider-man had come to and he dashed over toward Kraven, grabbing the stunned man and tying him up with his webbing. 

            Kraven was incapacitated, his hands and feet bound by the webbing. Yet he screamed in agony as the acid burned his skin. Peter swiftly examined the labels on the various beakers looking at their contents and concentrations. He chose the appropriate concentration of calcium hydroxide and splashed it on Kraven, neutralizing the acid. Peter heard sirens and he knew that the police would not be far behind. 

            Peter turned to Felicia, "Thank you. I owe you my life."

            "It was nothing, Spider-man. You saved my life before, it was the least I could do."

            "You had some nice moves back there. Impressive." Peter smiled, "And it was pretty clever to grab the acid."

            Felicia moved closer, hoping to get another kiss from this mysterious man. But as she did the police burst through the doors and yelled, "Everybody freeze!"

            "That's my cue to leave. The police will handle it from here. Goodbye Felicia." Peter latched a web toward the window and swung away.

            The police handcuffed Kraven and escorted him to a police car. Doctor Connors regained consciousness but was taken by the paramedics for further care. After both girls explained the events to the police, Debra approached Felicia.

            "Felicia, I can't believe you did that! You moved so fast and then threw the acid. It was incredible!" Debra's contempt for Felicia was momentarily forgotten. Felicia's bravery was too impressive.

            "It was nothing. Two weeks ago I wouldn't have known acid from water. I should thank Peter for that. I'm just glad that Spider-man's ok." Felicia said as her thoughts drifted back to their kiss from weeks ago.

            Debra glanced over at the beakers of acid and base. Upon closer inspection, she noticed that Spider-man had picked the exact right concentration to neutralize the acid. This was no simple task, since the concentrations did not match and there were so many different beakers. One would have to do several calculations to pick the exact right acid. It couldn't have been coincidence considering the number of beakers on the table. He must have done the calculations in his head which, considering the short amount of time it took him, meant he was familiar with the rules of chemistry.

            Felicia snapped out of her day dream, "Where did Peter go? You haven't seen him, have you Dana?"

            Debra shuddered as Felicia called her the wrong name. All her previous resentment for Felicia returned. As Debra examined the beakers she muttered to herself, "I think I know where Peter went."


	8. 8

The Black Cat scanned the roof tops, looking for her wild adversary. She pushed her platinum blonde hair out of the face, but it continued to blow in the wind beneath the moonlight. "Kraven!" She screamed with anger and a hint of despair, "Come out and fight me!"

She was about to leave and try another spot, but suddenly she heard a light thud behind her. "You've come back for more, kitty? I see your precious Spider is not with you? Is he dead yet?"

"Give me the antidote!" Felicia demanded.

"Don't be rude! Even pretty girls like you have to say please."

Felicia thrust forward, slashing her claws across his face and following it with a drop kick. Kraven retreated. He touched his face and examined his fingers which were covered in blood. "If that's how you want to play. You want the antidote, come 'n get it!"

Felicia lunged at Kraven and the two raged in bitter battle…

Two Years Earlier

            "Peter, Peter!" Felicia called as she ran up to him on the street. 

            Peter slowed down and let Felicia catch up with him. He greeted her with a smile, "Hello Felicia. What's up?"

            "You haven't been in Chem class the last couple of weeks. Its good to see you. What have you been up to?"

            "Oh," Peter stuttered, "I've been busy."

            Felicia put her arm around his. Peter was startled at first but then he relaxed and continued walking with Felicia at his side.

            "Maybe we could hang out sometime when you're not too busy?"

            Peter's heart raced. He couldn't deny his feelings for Felicia. She was beautiful, daring, and clever. She had also recently saved his life, which amazed Peter even more. Then again she didn't know about this, she thought she was saving Spider-man. But still, she was incredible.

 "Sure, Felicia. I'd love to hang out with you." Peter said this with enthusiasm but he couldn't help wondering why she was suddenly interested in him again.

 "Great. You're such an interesting person. How's your job at the Bugle going?" Felicia asked.

            "It's good."      

            "Glad to hear it." Felicia looked away and played with her hair a bit before asking her next question, "So how do you get such amazing pictures?"

            "If I told you I'd have to kill you," Peter replied with an uneasy laugh. He was beginning to suspect that Felicia had ulterior motives. 

            "I was wondering how you always managed to get such good pictures of Spider-man. How do you know where to find him?"

            Peter's heart sank. Felicia's advances were purely to get information about Spider-man. It was ironic that Felicia wanted to know how to find Spider-man, unaware that she was currently holding his hand. But Peter couldn't enjoy the irony. His heart was crushed. Would he ever find love? Would anyone really love the man underneath the suit. "I'm just lucky. I have good journalistic instincts," Peter said solemnly.

            Felicia sensed that she had upset Peter, "Is something wrong?"

            Peter let go of Felicia's hand and stepped away, "Look, I can't help you find Spider-man. I'm sorry."

            "Peter, what do you mean?" Felicia tried to act innocently, now that her ploy had been recognized.

            "Felicia, you don't have to pretend that you like me. I understand. But I'm telling you that I don't know where Spider-man is." Peter turned away from Felicia and continued walking, not looking back. 

            "Peter," Felicia called out but he didn't respond. She hadn't meant to hurt him. But she was desperate to catch another glimpse of the masked man. All of Felicia's thoughts revolved around Spider-man. She needed to be with him again, even if for a moment. 

            Felicia sulked as she walked back to her dorm room. She respected and admired Peter. She didn't want him to feel hurt. And at the same time she knew that she did what she had to do. She was burning inside and would explode if she didn't see Spider-man again. Felicia turned a corner and was suddenly grabbed from behind. Before she knew what was going on, a man had put a handkerchief to her face and she lost consciousness.

            When she awoke she was in an unfamiliar room, tied to a chair. A man in all black was standing in the corner. And though she was afraid for her life, Felicia couldn't help feeling excited at the idea that Spider-man would show up and save her.

            "Let me go! You'll be sorry if you don't. People will be looking for me." Felicia screamed.

            "You're awake, good."

            "Let me go now and maybe you won't get hurt." Felicia said daringly to her kidnapper.

            The man in black laughed, "Ah Felicia. It was so easy to kidnap you. For someone with such a wealthy family you shouldn't walk the streets of New York alone."

            Felicia began screaming, "Help! Help!"

            "No one can here you. This room is sound proof. Now calm down and we'll talk. I really didn't mean to frighten you."

            "I'll never talk with a maniac like you. You can kill me but you won't get a cent of my mother's money." Felicia replied.

            "Felicia, I don't want money. And I don't want to kill you. Don't you recognize me?" The man stepped forward into the light, "I'm your father."

To be continued…


	9. 9

Note to reader: I've changed the story a bit but I think it fits better for where I'm going. I hope you like it.

            "How dare you!" Felicia yelled. "You're just some dirty crook."

            Felicia could see the man twinge at the sound of her last words. "I wish I could tell you that I am not a criminal, but that's not true. But I really am your father."

            "Humph," Felicia stubbornly looked the other way, avoiding the man's eyes as best she could, considering that she was tied to a chair.

            "Still don't believe me?" The man in black asked.  "Let's see. I gave you a pony for your fifth birthday. You named it marshmallow but you got bored of it after a week. Right?"

            "That doesn't prove anything!"

            "Lets see. What else can I tell you?" the man in black said aloud pondering to himself as he paced back and forth in front of Felicia. "You had a nanny named Maria who spoke Spanish. Your mother thought she couldn't understand English so she would always talk real loud to her when she gave orders. And your mother would say nasty things in front of her because she thought she couldn't understand. Maria quit. I don't blame her. 'Good riddance!' your mother said. Anyway, when she left you cried for weeks. Your mother didn't know how much Maria meant to you."

            Felicia was calmer but still skeptical. "Our servants could have told you that story."

            "What about this story. Every night, no matter how late I got in, I would stop by your room. I would kiss you on the forehead and whisper in your ear, "Good night kitten. One day you'll be all grown up like your daddy. But you'll always be my kitten."

            "Daddy?" Felicia questioned in disbelief. "How? I thought you were dead?"

            "I'm sorry. There's a lot I haven't told you. That's why I'm here. To get a chance to explain, and to offer an opportunity."

            "Then why did you kidnap me and tie me up?"

            The man in black laughed, "I knew you wouldn't listen to me unless I forced you to." He cut the ropes that had bound Felicia. She rubbed her hands over her wrists were the rope had chaffed her skin. "I'm sorry Felicia. I didn't mean to scare or hurt you." 

            "Daddy? Why did you leave me?" Felicia wanted to hug this man, this phantom of her father. But he still seemed a stranger.

            "It's a long story. Everything started when I was just a kid. It was during the cold war and I lived in a suburb of the city. I had always been good at sneaking into places and me and my friends would sneak into the movies, steal beer from the local store. Nothing serious but it was the start of my career. One day, on a bet, I snuck into what we thought was an old deserted warehouse. I didn't think much of it, but once I was inside I noticed a glowing light from beneath the door to one of the rooms. I managed to climb up and around, and to squeeze through a window. And that's when I saw it."

            "What did you see?" Felicia asked.

            "The abandon warehouse was just a front. It was really a secret government facility that was researching a new drug enhancer. I didn't know this right away but I've pieced it together over the last few years. Believe me, I've had a lot of time to think. Anyway, I saw the formula for the drug written up on one of the blackboards. On the walls were diagrams of men and soldiers. I got caught by some official looking man. He threatened me but eventually let me go because he didn't think I knew anything. What he didn't know is that I have a photographic memory."

            Frustrated and impatient, Felicia interrupted, "What does this have to do with anything?"

            "The warehouse burned down a week later and as far as I know the formula and all the research was lost. I have my suspicions that the fire was intentional so that no one would discover the drug. But it was too late. I had already made it. I was just a stupid kid; I shouldn't have tried it. But I did. And I found that it gave me incredible strength and agility with each successive dose. I used it for athletics in high school and it earned me a football scholarship to ESU. That's where I met your mother. I fell madly in love with her. We dated for a while but she was never serious about me. She just kept me around to tease me. She was a sly one; as gorgeous as she was cunning."

            Felicia looked down at the ground out of guilt. Her father's description seemed painfully familiar. She especially regretted the way she had just treated Peter.

            "Your mother wouldn't marry me, and believe me I proposed a hundred times, because I wasn't wealthy or classy. But one day she came to me crying. Her family had fallen on hard times; they were living luxuriously but the family money wasn't going to last. So I did something that I'm not proud of, Felicia. I used my abilities from the drug to become a master thief. I was known as the Cat. I stole from all your mother's enemies until I had acquired millions. Once I was rich, I married your mother and saved her family from ruin. Some part of me would like to think that she loved me deep down somewhere in that cold heart of hers. But I don't kid myself.

            "Anyways, your mother truly is a great business woman and she managed to invest the capital from the stolen objects and create enormous gains. I still don't know how she does it. She had an empire in front of her with billions of dollars, yet still it was not enough. She would send me to steal every now and again to ensure she didn't go broke, and sometimes to gain information about her business competitors. If we'd been content with what we had, I wouldn't have gotten caught that night and I could still be with my little girl. But I did. And your mother paid off the press so that no one would know that her husband was really the infamous Cat. She created a lie, told people I had died. Even got the death certificate and had the funeral to prove it. She was so thorough she didn't even have the heart to tell her own daughter the truth. So here we are now."

            "Are you out of prison now?"

            "Not quite. It was a life sentence, but let's just say I decided I needed a little vacation."

            "So you broke out," Felicia concluded.

            "They don't call me the great Cat for nothing." Her father smiled, "But I'm here to see you and to tell you the truth. And I have an offer. You see, when you were little I gave you mild injections of the drug. I wanted to make sure that you would be able to take care of yourself if I couldn't be there to protect you. And now I've brought the final dose, which will give you the same super-human strength and agility that I possess. It's a burden possessing these abilities, I want you to know. I understand if you don't want the drug. But I'll sleep better at night if I know you're safe and that you can take care of yourself. I haven't been a very good father to you but this one thing I would like to give you. What do you say?"

            Felicia nodded. "Yes. I would like the final dose."

            Her father took out a syringe from sack at his side. Felicia held out her arm and he slowly injected her with the dark liquid. At first she felt a wave of nausea, but then suddenly she felt a surge of power through her body. 

            "It take s few days to take full effect but you should start to feel it pretty soon."

            She nodded, "It feels… wonderful!" Her body was warm with strength.

            He sighed, "I wish I could stay to watch you develop."

            "What do you mean? Where are you going?"

            "I'm turning myself in and going back to prison. I consider it penance for all the wrong I've down. Promise me this: you will never use your abilities for evil. Learn from my mistakes." 

            "Yes daddy." The two hugged. Felicia held back tears. Her father was back, alive, and now he was leaving her again. "Can I visit you?"

            "I would love it if you would, kitten. I could use the company. Just don't tell your mother. Besides, I want to teach you a few things about how to use these new abilities of yours."

            Felicia smiled. She would visit her dad and take his advice. But she had someone else in mind for teaching her how to use her new powers.

To be continued…


	10. 10

Present Time.  
  
Felicia had Kraven at his knees, her hand around his large round neck. Kraven was beaten badly, bleeding from the mouth and above his eye. "Where is the antidote?" Felicia demanded.  
"I don't know,"  
Felicia smacked him upside the head. "Wrong answer! Now tell me where it is?"  
"I, I" Kraven stuttered. Felicia drew back her fist menacingly. "I really don't have it. You have to believe me!"  
"What do you mean? You have to have an antidote. What if you had gotten some of the poison accidentally?"  
"Then I would," Kraven struggled for the words. "I would have died like a true warrior, just as your precious Spider will die. There's nothing either one of us can do now."  
Felicia turned her head away from Kraven. Her face was filled with grief. With a deep breath she held back tears and then returned her gaze toward him, eyes full with rage. She prepared to deliver one last, mortal blow.  
Kraven smiled, "It has been an honor to fight with you. In many ways you are a greater warrior than your friend."  
Felicia was about to kill Kraven. She wanted to kill this man, to torture this man who had poisoned the one she loved. But she heard her father's words, "never use your abilities for evil". Spider-man had taught her that much as well. She relinquished her hold on Kraven.  
"What are you doing? Aren't you going to finish me off like the victorious warrior should? Please, let me die with honor!"  
"You're not worth it," Felicia said. "Leave New York and never come back." Then she darted to the end of the building; soaring through the air to the next rooftop, she raced back to be with her love before it was too late.  
  
Two years earlier.  
  
Felicia had practiced her new skills and began patrolling the city at night, dressed in black and wearing a mask that hid her eyes. She decided that she needed a name and chose the "Black Cat" to pay homage to her father.  
After two weeks Felicia had mastered her abilities and learned to use the tools her father had given her. She had already stopped a few muggings and assaults and the feelings she experienced were nothing short of breathtaking. Felicia felt that she had accomplished something, that she had helped someone, and it was all because of her and not her money. But her reasons for helping those in need were not entirely altruistic. Every night as she scoured the city for a crime scene she couldn't help but hope Spider-man would turn up. So far she had no luck.  
She leapt from one rooftop to the next and prepared to jump another, but she heard a whimper from down below. She stopped and climbed down the side of the building to get a better look.  
Felicia was perched two stories above the ground, holding on to the metal fire escape in one hand, her foot supporting her weight on a nearby window ledge. She looked down into the dark alley and could make out four large men who cornered a fifth man.  
"Look, I don't know what your talking 'bout." The fifth man pleaded.  
"Yeah, so you weren't part of the gang that ripped off the Harlem warehouse?"  
"No," the man stuttered. "I was no where near that warehouse."  
"Yeah, is that so? Maybe you need something to refresh your memory. Charlie, do you think you could help him out?" Two men held the fifth man against the wall while Charlie punched him across the face.  
"What do you want! I'll tell you." The man begged, blood spraying from his mouth.  
"Didn't take much," the one man smirked. "Who do you work for? My boss wants to know who ripped him off."  
"I, I don't know?"  
"Charlie, I think he might need some more help remembering."  
"Wait!" The man beseeched. "I work for Bruno Andrews! But he's not the boss. He takes orders for someone else but I don't know who. None of us do. Someone powerful."  
"Looks like we got ourselves a grunt man. Don't even know who he's working for but willing to tell us anything after a couple punches. The name Bruno is a start. But I'm afraid you are not going to last long in this business. In fact it doesn't look like you're going to last through the night. Boys, take care of him."  
Three of the men advanced on the one, whimpering man. But Felicia jumped down from her perch, doing a flip and landing agilely in a cat-like position. "Why don't you boys play nice?"  
The men stopped in there tracks and stared at Felicia. But Felicia didn't wait. She punched one man and kicked another. All four men then turned on Felicia, letting go of the other man. The man intended for the beating just stood there in shock. Felicia screamed, "Run!" to the man as she dodged a punch and the man took off, unable to believe his luck.  
One of the men grabbed her from behind and she used her head to bash in his nose. She could feel his warm blood trickle down the back of her neck. "Who are you?" Another man asked in shock as he backed away.  
"I'm your worst nightmare!" Felicia laughed as she threw another punch, knocking a man to the ground. "But my friends call me the Black Cat."  
She attempted another kick but she was tripped from behind. The two large men pinned her to the ground, while the man with the bleeding nose pulled out a gun. "Honey, I don't like women who play rough." Felicia closed her eyes expecting to hear a gun shot and then to hear nothing ever again. But there was no shot. Instead she heard a familiar voice say confidently, "That's a shame because I hear your mother likes to play real rough." She opened her eyes and the gun had been pulled out of the man's hand by a line of webbing. The man looked up the building and there was Spider-man, hovering above them.  
  
To be continued.  
  
Note: Please keep reviewing and telling me what you think. Reviews fuel me to post more often. 


	11. 11

            "You know that's really no way to treat a lady. I'd advise letting go of her arms." Spider-man said confidently as he flipped down and assumed fighting position.

            One of the men launched forward at Spider-man. He dodged and threw the man to the side, crashing him into a nearby dumpster.

            "You guys really need lessons on how to ask a lady on a date. Letting go of her arms might be a good start."

            The men who had been holding Felicia down released her and headed toward Spider-man. They attacked Spider-man, who was now fighting three men. Felicia got to her feet and headed to help him. She pulled one of the men back and punched him.

            Spider-man noticed that this girl in black was helping fight. The first time he saw her he had thought she was some girl headed to a costume party or maybe she was some kind of performer. In New York, anything was possible. But the wheels turned in his head as he fought off the two remaining men. "Look lady, you better get out of here while you can," Spider-man pleaded but somehow he knew she wasn't going to listen.

            "No, I wanna help."  Felicia insisted as she knocked the man to the ground.

            One of the gangsters had jumped onto Peter's back trying to strangle him. "You'd be more of help," he grunted between breaths as he threw the man off his shoulders, "if you'd leave and I didn't have to worry about you."

            Felicia now started toward Spider-man to help him fight the two remaining men; the others had come to, but had decided to get away while they still could. Peter got hit in the face by one of the men while he was looking the other way, fighting the other man. Felicia grabbed the gangster by surprise and threw a punch that knocked him out cold. Then she used her leg, slashing the other man's knees and taking his legs out from under him. He lay un the ground, Felicia put her foot on his neck so that he couldn't move. "I can handle myself."

            "Yeah, I see that." Peter noted, impressed by this woman's skills. He tied the two men up with his webbing. "But then again, I seem to remember you needed a little rescuing a moment ago."

            "Are you kidding? I had those guys right where I wanted them," The Black Cat insisted brazenly. "If you hadn't interrupted me, none of them would have gotten away."

            "Hmm," Spider-man mumbled as he threw the two tied up gangsters into the trash can. "Let's put these men where they belong. We'll let the cops deal with them. Now I think that its time for you to get home. These alleys aren't safe at night."

            "What?" Felicia shrieked angrily. "I'm not just any little girl. I'm the Black Cat. And I'm working to keep the streets safe." 

            Peter rolled his eyes under his mask. Great, he thought, New York needed another nutcase in costume prowling the nights. "Just stay out of trouble," He sighed as he launched a web to swing away. 

But before he could take off, he felt himself being pushed against the wall. Felicia had him pinned to the wall. She twisted his one arm behind his back, her other arm straight across the back of his neck, holding him to the wall. Peter tried to force his way free but was surprised by the incredible strength that his beautiful adversary possessed. "Listen, Spider-man," She whispered into his ear while suppressing a sly smile, "I want to help you. I'm strong and I'm dangerous. Very dangerous. And if you try and stop me, I won't hesitate to take you down."

Peter had managed to get his feet free and he propelled himself upwards using the wall, flipping right over the Black Cat. He held Felicia's wrists and now he forced her back to the wall. "Look, Kitty Cat or whatever you call yourself…"

"Black Cat," Felicia corrected, seductively licking away a trickle of blood from a cut she had received during the fight. She didn't struggle to get free. Though Spider-man was strong she figured she probably could break through his grip. But she had no desire to escape.

"Right. Black Cat, then. You're definitely strong and the outfit it's," Peter glanced down at her tight black suit, "it's, well, killer. But there's a lot more to being a Superhero than strength and good outfit. You've got a lot to learn."

"Then teach me!"

"Look, its not all fun and games. It's a responsibility; it takes over your life and eventually it probably will take your life. You've got to be ready for the worst. If I had a chance to go back, start over, knowing what I know now, I'm not sure I would choose to be Spider-man." Peter sighed, confessing things he had never told to anyone else, thing he could never tell to anyone else.

"I'm prepared to accept that challenge. Let me join you!" Felicia insisted.

"I work alone. And if I were you, I would seriously reconsider the life you are planning to live," Before Felicia could protest. Peter had swung away and out of sight.

Felicia didn't mind that he didn't want to work with her. He would change his mind. With the back of her hand, she wiped the blood and sweat from her face. She had never failed to bring a man helplessly to his knees.

***

There was a spring in Felicia's step the next morning as she walked to class, clutching her books closely to her chest. Her feet barely seemed to touch the ground. And she could not help but replay the events from the night before over and over in her head.

Before entering her chemistry lecture hall, she stopped in a corner to touch up her make-up. She searched her purse for her cosmetic mirror and her concealer. Never one to wear much make-up, her mom had always said there was a fine line between "trashy and trendy", she needed to make sure that none of her cuts and bruises from the previous night showed. She wouldn't want anyone to get suspicious. As she was examining her reflection she couldn't help but over hear two students passing.

"So I was cornered by ten men. I was able to fight off most of them but then one of them pulled out a gun. Of course I refused to tell him anything, so he said that he was going to finish me off…" The one boy said to the other, dramatically enacting the scene.

"So what happened?" The other boy asked.

"Then out of nowhere this, this angel fell from the sky! This woman in black fought off all the men. She was incredible! And hot, I mean really hot! It was like god answered my prayers."

"Damn, are you serious? I wish women would fall from the sky when I needed them. So are you still working for that gang?" 

"No way," the boy replied. "I'm through with being a thug."

Felicia smiled as she heard this.

"Nope, I'm flying straight as an arrow from now on. I'm sticking to gambling and hustling. No more crime." The boy insisted. Felicia's smile fell slightly. She gazed at her watch and decided she was fashionably late for Chemistry.

As always, the room lit up when Felicia entered. Today she seemed even more radiant than usual. She took her usual seat near the back and pulled out her pink pen and notebook.

Debra rolled her eyes as she saw Felicia walk in. Debra was also sitting close to the back. She knew that Peter would probably stroll in late and would be more likely to take a seat at the back, near the door. Doc Connors began his lecture. Twenty minutes into class, Peter quietly walked through the doors and attempted to sneak into his seat before Doc Connors noticed. He was almost next to Debra when Doc Connors turned around.

"Parker, so nice of you to show up." Doc Connors replied.

Peter turned red as the whole class turned and stared at him. He was surprised that Doc Connors knew his name. Considering that there were over a hundred people in the class, and that Peter had only been to about a quarter of the lectures. Doc Connors must have noticed his frequent absences. He would have to make a better effort of getting to class.

"So Parker, why are you late today?" Doc Connors asked. Peter blushed even redder and looked down at his feet. Why couldn't Doc Connors just let it go? No, he had to make a scene.

"I, um…" Peter stuttered.

"What was that?" Doc Connors asked as a few members of the class laughed.

"I over slept. I'm sorry." Peter then sat down, hoping he wouldn't have to answer anymore questions.

"You seem to have a habit of over sleeping. Have you heard of this invention? It's called an alarm clock. I highly suggest you invest one. Ok, now back to Quantum Theory. As I was saying about the electrons…"

Felicia felt bad that Peter was embarrassed. She sent a wave over her shoulder and mouthed, "Hi Peter". Then she turned back to her notebook and continued doodling the face she dreamed lay under the Spider-man mask.

Debra looked over at Peter. He was disheveled as if he had run out of bed, threw on a pair of clothes and darted to class without even looking in a mirror. He had truly over slept. After his encounter with the Black Cat he had rescued a woman from a car wreck and then stopped a burglary. It had been a long, tough night and his body ached.

Debra noticed that Peter had a bruise around his eye and another around his neck. "Peter," she whispered over to him.

Peter turned to Debra. She rarely talked during class. "Yeah?" He replied, hoping that Doc Connors wouldn't yell at him again for talking in class.

"Where did you get that bruise around your eye?"

"Oh," Peter put his hand up to his eye. He hadn't realized that he had a bruise. "I, um, ran into a door. It was really clumsy of me."

"Mmm," Debra murmured disbelievingly. She then asked, "And then how did you get that one on your neck?"

To be continued…


	12. 12

            Peter sat through the rest of the lecture speechless. The comment Debra had made was almost as if she knew or at least suspected his secret. He pretended to be intently listening to Doctor Connor's lecture but his mind raced with thoughts of Debra, thoughts of the Black Cat, thoughts of his job, worries he was unable to shake. He almost didn't hear Doc Connors when he called his name at the end of lecture.

            "That's enough for today. Remember to read the next chapter for homework and complete the practice problems. Peter Parker, please come down here for a moment. I'd like to talk to you."

            Peter hesitated a moment, but then got up and walked down to the front of the lecture hall. As he passed the other students who were leaving class he overheard a few of them, "Oooh, Parker's in trouble."

            "Yes Doctor Connors," Peter said in his most respectful voice as he reached the lab table Doc Connors usually taught behind.

            "Peter, I'm sorry that I embarrassed you in front of class." Doc Connors said as he shuffled papers into his briefcase, with some difficulty considering he was only using one arm.

            "It's no big deal. I'm just sorry that I was late. I will try to be on time from now on." Peter was relieved he wasn't getting another lecture about timeliness. 

            "I don't understand you, Peter. You are clearly the most talented student in my class. In fact, you are the most talented student I've seen in a long time and I've been here a while. But you have no regard for rules. I was informed that you missed the last three labs. You have the potential to be very successful but it's almost as if you don't care." Doc Connors sighed.

            "No, that's not true," Peter protested vehemently. "I really want to do well."

            He spoke with such passion in his voice that Doc Connors couldn't help but believe he was telling the truth. Peter continued, "Right now I have to support myself and my job at the Bugle requires a lot of my time."

            Doc Connors rubbed his chin. "I see. Well I certainly know what its like to have a lack of funding. But you cannot continue to miss lab sessions. If you prove to be reliable then maybe we could work something out. You see, I want you to submit a 10 page report on the new technology of Neo-genics and its implications. I have also asked Miss Whitman to submit a report as well as a few other students from my other class. You see I'm in need of another lab assistant and I think this could be a real opportunity for someone who wants to go into science. Hand the report in by 7:00 next Friday, before I leave the laboratory. I would really like to work with you Peter. Please don't let me down."

            "I'll do my best," Peter smiled.

            "I'm sure you will." Doc Connors replied under his breath as he watched Peter Parker exit the lecture hall. There was something about that boy that he just couldn't figure out. He didn't seem like the kind of person who just missed class. He wasn't arrogant, he wasn't lazy; Doc Connors couldn't understand why he just didn't show up. He was sure it wasn't all because of his job. But Doc Connors walked down to his research laboratory and began his experiments. His mind was preoccupied with numbers and data; he no longer thought of Peter.

***

            Felicia met her mother for lunch at a very expensive café close to campus.  They were seated right away, although others had been waiting long before they arrived. "It's so good to see you darling. Between my work and you at school I feel like I never see you anymore." Mrs. Hardy said as she glanced at the menu. She was a thin blonde woman, impeccably dressed as always, with just a few wrinkles by her eyes. She could have passed for her early thirties but she was nearing fifty.

            "Yeah," Felicia attempted to smile, "It's good to see you too." Her mother lived only a short drive from campus and still she never found time to see her only daughter.

             "So how is school going?"

            "It's great. Mom, guess what?" Felicia smile was genuine now. She could hardly conceal her delight as she prepared to tell her mom about her new found success in chemistry class.

            "What?"

            "I got an A on my last chem test. That's Doctor Connor's class and everyone knows he's the toughest teacher around."

            "That's wonderful," Her mother replied nonchalantly. "I thought I told you not to take that class though."

            "I know, but I wanted to take it anyways. And I'm doing well in it. Aren't you proud of me?" 

            "Yes, I'm proud. I just don't see why you want to take chemistry. I mean you're wasting your time…"

            Mrs. Hardy was interrupted by Felicia, "What do you mean I'm wasting my time?" 

            "It's just that you're not going into anything with science so I don't know why you bother. Frankly you should just take some easy classes that you know you can pass." Felicia could think of nothing to say to her mother. Sensing that she had offended her daughter she changed the subject, "Who are you seeing right now? Are you still dating that football player, what was his name?"

            "Flash," Felicia answered annoyed that her mom couldn't remember his name. "No, I'm not still seeing him."

            "Good. I mean he was cute but I think you can do much better," Felicia was sure that by "better" her mother really meant richer. "Mr. Jameson's son is about your age, just a little older. Jameson keeps talking about him. I think you would make a cute couple. Lord knows I'd hate to have Jameson as an in-law but his son seems perfectly sociable. There's a big J3 Communication's charity event this Saturday. I'll introduce you two."

            "Great," Felicia said with sarcasm which her mother didn't detect. 

            Mrs. Hardy's cell phone rang. "Hello. Bruno I told you not to call me on this line."

            Felicia had been looking at the menu but as she overheard the name Bruno she looked up and focused all of her attention on listening to her mother's conversation. 

            "Fine. So what's this big emergency." Mrs. Hardy uttered into her cell phone.

            Felicia focused and she realized that she could faintly hear the voice on the other end, probably due to her newly heightened senses. The voice replied, "I think Fisk's gang is onto our activities. Some of my men have been roughed up."

            "I don't care," Mrs. Hardy yelled into the phone. She then paused and continued much more quietly, "Do what you have to do to find out what he's working on. It's going to be big and I don't want him controlling the market. It wasn't at the last warehouse so it must be somewhere more secure. He wouldn't risk keeping it at his office building. Would he?"

            The voice on the other end said, "No. But I bet he's using one of his enterprises as a front."

            "Of course. It must be too important to risk keeping it in his warehouse. What about that new museum he just opened? I bet that's the perfect place to work on his little project. Check it out before he suspects we're onto him and he has a chance to move it." Mrs. Hardy turned her head away and cupped her hand around the phone, whispering these orders. But her actions were to no avail. Felicia still heard every word.

            "We won't be able to do it until at least Friday." The voice replied.

            "What do you mean, not until Friday?" Mrs. Hardy raised her voice and her eyes narrowed with anger. She no longer tried to conceal the conversation

            "The museum has got to be high security. It'll take some time to assemble a few good men and get the logistics of the place." He answered.

            "Fine. If it's not done by Friday you won't be paid." With that Mrs. Hardy slammed her phone shut and resumed her conversation with her daughter, "Sorry about that honey. Business. Are you ready to order? I am absolutely famished."

            Felicia continued the idle chit-chat during their lunch, doing the best to conceal her growing displeasure with her mother. Not only had she demeaned and insulted her, now Felicia had reason to believe that she was heavily involved in crime. The Black Cat was not going to let this slide.

To be continued…


	13. 13

Note: I never intended for this story to be this long. Once I started, the characters sort of took over and demanded more. I hope its working. Keep reviewing if you like it. I always love to hear what people have to say.

            Friday morning Peter rushed to be on time to chemistry class. He had almost finished his report for Doctor Connors. He planned to work on it the rest of the afternoon. Peter took his usual seat next to Debra. He hadn't spoken with her since their last class. Peter figured that if he avoided conversation he would avoid more suspicion. But not sitting next to her now would be just as suspicious.

            "Hello Peter," Debra smiled. "I heard Doctor Connors asked you to submit a report too."

            "Yeah," Peter shrugged.

            "How's yours coming? I finished mine two days ago but I've been editing it ever since. I hope he picks me. Being one of his lab assistants would be a big opportunity. What do you think, Peter?"

            "It is a great opportunity. I would love it if Doctor Connors picked me." Peter replied.

            Debra was about to say something but was interrupted. Felicia Hardy had strolled into class. She headed straight for Peter, flipped her long blonde hair out of her face and smiled. "Hi Peter. I was wondering if I could ask you a question."

            Peter smiled, "Sure."

            "Well, there's this party tomorrow. It's a charity event. J3 Communications is organizing it. You know Mr. Jameson don't you?" Felicia asked.

            "Yes," peter answered. Yes, unfortunately I know Jameson, Peter thought to himself. "He's kind of my boss."

            "Well, I was wondering," Felicia began playing with her hair, one of her many flirtatious tricks. "If you're not doing anything on Saturday night maybe you could come with me. I know its short notice but I'd really like it if you could come."

            Debra's eyes widened with disbelief. She gave a low, quiet grunt. Peter was just as speechless. "I, um, I would love to go," he finally muttered.

            "That's great Peter. I'm so excited. The car will come by for you around seven thirty tomorrow."

            Doc Connors walked in a assumed his usual spot behind the lab table. The class grew quiet. Felicia whispered one last think before he began his lecture, "Oh, before I forget, the event is black tie. I can't wait to see you in a tux." And then Felicia gave a seductive wink before taking her seat.

            Peter's heart skipped a beat at this. He had tried to convince himself that Felicia was just a friend. A very beautiful friend. Yet the little things she did drove him absolutely mad. 

            Debra on the other hand was completely disgusted. She looked over at Peter's smitten gaze and gave a frown of contempt, "Looks like you'll be wearing a different suit on Saturday."

            Peter hesitated. This was twice now that she had given suspicious comments. It couldn't just be coincidence. But showing that the comments disturbed him would be even more telling, so again Peter pretended like it was nothing.

            "Yeah, I guess so." He whispered. "I better rent one." That was one more thing he had to get done toady.

            Felicia smiled with satisfaction. She could not wait to see her mother's face when she walked in with Peter Parker. He's not bad looking, she thought, but he's a nobody. A penniless science geek. Her mother would be furious; her attempt to set her up with Jameson's son would be ruined and Mrs. Hardy would be thoroughly embarrassed.

***

            Peter finished his report for Doc Connors by about four o'clock. He went to try on tuxedos before dropping off the report at Doc Connor's lab. He let out a gasp as he examined the price tag. There was no way he could afford any of them. 

            "Huhh," Peter sighed. "I'm going to have to work overtime to afford this. It's ironic. The money Jameson gives is going toward a tux for his party." He picked out the cheapest one the store had to offer.

            Peter walked down the street heading for campus. His spider sense gave a faint tingle. He looked up out of the corner of his eye he saw a figure dart from the building top and jump to another.

            The figure moved quickly and all Peter could make out was a black streak. He rushed into an alley, secured his clothing and other belongings with webbing, and was soon in pursuit of the figure.

            He swung closer, leaving enough distance so as not to be detected, but near enough so that he could see the figures long silvery blonde hair. He had to know what the Black Cat was up to.

            After careful observation, Peter realized the Black Cat was following a white van. The van had pulled into the parking lot of the new Fisk Museum of Science and Technology. Four men dressed as electricians exited the van and headed toward the service entrance of the museum. One of the men handed the security guard some papers and Peter overheard him say, "We're here to work on the wiring." 

            Peter landed on the roof of the museum to get a closer look. While he had been watching the men he had lost sight of the Black Cat. He looked around and she was no where to be seen. He felt his spider sense warn him but it was too late. The Black Cat had grabbed him from behind.

            "Spider-man, have you been following me?" she asked mischievously. She shook her finger at him, "tisk, tisk."

            "Why were you following that truck?" Peter asked her as he broke free from her grip.

            "Why should I tell you? I thought you worked alone?"

            "Look, I don't know what you're up to and I don't like the idea of you following people in broad daylight. If you are doing anything even remotely questionable I will not hesitate to take you down." Peter replied.

            Felicia smiled and then whispered seductively into his ear, "Is that a promise?"

            Peter was growing impatient, "Just tell me why you're here, ok?"

            "I have sources that lead me to believe these men are up to something. If you're so interested, why don't you stay and see for yourself? I certainly wouldn't mind the company." 

To be continued…


	14. 14

Note to reader: Sorry it took so long to update. I had to go on a family vacation for a couple weeks (don't you hate those) and now I'm moving back to school. I should continue to update once I get settled.

Spider-man and Black Cat watched the men through the skylight windows on the rooftop. The men walked past the exhibits heading for the last room of the museum. 

            Felicia began to pry the window open. 

            "What are you doing?" Spider-man asked stunned. "These windows are probably alarmed."

            "That's why I just cut the wiring." She replied as she finished opening the window. 

            "Would you mind telling me why we're breaking into a museum?" Peter asked as he watched the Black Cat crawl through the window.

            "Look, I know for a fact that these men aren't electricians." This was true. She recognized the one man, Bruno. She had seen him in her mother's office on more than one occasion. It wasn't until a few days ago that she realized he was most likely a criminal. At that moment, the four men dressed as electricians walked up to the two security guards standing in front of a steal door. Before the guards could react, Bruno sprayed them with gas, knocking them unconscious. Felicia looked toward Spider-man and said "Come on."

            Peter followed the Black Cat, sticking to the ceiling of the now deserted museum. Spider-man and the Black Cat hurried down past the museum exhibits toward that last room. The four men had typed in the security code and passed through the steal door by the time Felicia and Peter reached it. It was after hours, and the only other people in the room were two unconscious security guards lying on the floor beside them. 

            The Black Cat took out a flask from her pocket and emptied a fine white powder onto her hand. She blew it onto the security keypad next to the steal door which the four suspicious men had disappeared behind. Four white finger imprints emerged from the dust on the numbers where the man's gloved hand entered the code. Then the dust faded; the numbers pressed most recently stayed illuminated by the dust longer than the numbers pressed earlier. Felicia now had the numbers and their order for the security code. She typed them in again and the steal door opened. 

            "Wow," Peter mumbled quite impressed by the Black Cat's competence. "Where did you learn that?"

            "My father gave it to me and taught me to use it," Felicia whispered proudly as she and Spider-man entered the room. "I'd be happy to lend some to you sometime."

            The room appeared to be a sort of control room with several computers and T.V. monitors. Three more security guards lay unconscious on the floor. At the end of the room another door was ajar. The Black Cat crept up and peered into the room behind the open door. Spider-man followed, and put his hand on Felicia's shoulder as he too looked through into the next room which appeared to be some sort of lab. For a moment Felicia forgot about the four men she was trying to stop, and she reveled in the warmth of Spider-man's touch. But then one of the men spoke.

            "Get pictures of all of this. Jim, look through those files over there. We need as much information as possible. The boss is going to want to be able to make replicas of whatever they're working on." Bruno ordered the other men as he rummaged through the papers on the tables next to a very sophisticated looking machine. 

            Peter analyzed the contents of the room and after a moment he recognized the purpose of the half built machine in the middle of the room. Peter made a point of reading several scientific journals and keeping up to date with most of the latest technology. In a recent journal a scientist had talked about how theoretically he had discovered a way to make a machine that could broadcast waves that could track and manipulate electric current. Provided enough energy one could use the machine to selectively cause blackouts with the push of a button or, just the opposite: Pick a building or section of the city and use its electricity against itself creating a huge power surge that could act as a bomb. From what the scientist had written, the technology was still years away. Peter remembered following the man's work only to discover that he completely disappeared from the scientific community only a short time after the publishing of his theory. 

            "My god," Peter whispered.

            "What?" the Black Cat asked under her breath, careful not to let the men know that they were being watched. 

            "That's the beginning of a very powerful machine. If it's what I think it is, its some sort of electrical current scrambler."

            Felicia turned her head in surprise and asked, "How do you know that?"

            "I've read up on it." Peter answered as he continued to watch the men in the lab room.  He noticed that the Black Cat was still staring at him in amazement. Felicia had never really thought of Spider-man as the kind of guy who knew about technology. Peter sensed the Black Cat's disbelief and he felt that as Spider-man he probably had to explain himself. "I try and keep up with the latest weapon technology. I told you there's more to being a superhero than just a good costume."

            Felicia was impressed. She made a mental note to study up on technology so next time she'd have some background knowledge. She had to prove to Spider-man that she belonged, that she was an equal. 

            Peter then nudged the Black Cat, "I think that's enough watching. We need to put a stop to this unauthorized photo session." 

            In less than a minute Spider-man and the Black Cat had successfully tied up the four men. Peter investigated the materials in the lab room more carefully. He mumbled under his breath, "It looks like they still haven't found an energy source powerful enough." He didn't realize that Felicia overheard his observation.

 Spider-man then walked over to the control room and dialed up the police dispatch, "I'll give you the honors," he said to Black Cat and handed her the phone

            "Hello, New York Police Department?" Felicia asked. "Yes, I would like to report a break in to the Fisk Museum of Science. Me and Spider-man managed to tie 'em up. Yeah, there's a new girl in town, boys. You can call me the Black Cat."

            "A little over the top, but not a bad introduction," Peter laughed.

            "They better learn my name because I'm the new crime fighter in town." Felicia smiled and put a hand to Spider-man's face, searching for the bottom his mask, half tempted to rip it off. "And you better get used to me too, Spider-man, because I'm not going anywhere."

            Peter took a step back. "Look, I'm impressed with your skills and that you knew about this little break in. But were still not going to be partners. Come on. Let's get out of here before the cops arrive. I don't know what it is about me, but the police just don't seem to like me."

            "How can that be?" Felicia asked sarcastically. "You seem like such a nice guy."

            Spider-man and Black Cat exited the museum through the ceiling window. On the rooftop, Felicia stepped closer to Spider-man and grabbed him by the hand "You know, it's still early. I know you don't want to be partners, but maybe we could take some time to get to know each other little better."

            "Crap!" Peter swore as he realized what time it was. It had to be past 7:00 and he hadn't turned in his report to Doc Connors. "I've gotta go." Without further explanation, Spider-man swung off through the city leaving the Black Cat alone on the roof.

            "Hmmph," Felicia grumbled. Her efforts to get close to Spider-man were not working as well as she had hoped.

            Peter swung back to the spot he had earlier stashed his clothes and his report. He had encased them in webbing and stuck them to the side of a building when he had initially changed into Spider-man. He didn't bother changing back. Instead he grabbed  his report and furiously swung toward campus. It was dark by the time Peter reached ESU's science center. He scaled the wall and crawled toward the third floor window Peter knew belonged to Doc Connors office. He had already left. Peter was too late. He opened the window anyways and set his report on the desk. Peter then swung back to his apartment, thinking of how yet again Spider-man interfered with his life. But then he thought to himself, if it weren't for Spider-man he would have never met the mesmerizing Black Cat.

To be continued…


	15. 15

            Saturday night, already past seven thirty, Peter waited outside for the limo. He looked at his watch, even though he was sure the time hadn't changed much since he had checked it less than a minute ago. He began to fidget with his cufflink. Maybe Felicia wasn't coming. Maybe it had all been a dream that the beautiful Felicia Hardy had asked him to go to a prestigious black tie affair. Maybe it had been her idea of a cruel joke. It was odd: Peter faced mortal danger every day without even thinking twice yet this one woman had him sweating bullets.

            A few minutes before eight, a long black limo pulled up. The driver got out and opened the door for Peter. Inside, Felicia was sitting with her legs crossed, her short red dress exposing her long bare legs. The dress had a plunging neckline, showing just a bit of her chest, and itty bitty straps that looked as if they were barely capable of holding up the dress. She had a tasteful diamond necklace and long dangling earrings. Felicia was absolutely stunning. Peter could hardly believe that she was real, and that he hadn't drifted off to sleep dreaming up this incredible woman. Maybe things were finally going to start going right for Peter Parker. "Sorry I'm late," she finally spoke as Peter settled into the car. "It always takes me forever to get ready."

            Peter looked down at his feet, unable to look Felicia in the eye, and he stumbled upon his words as he climbed in next to her, "You, um, you look really great."

            "Thanks Peter," She replied as she tossed back her long, shimmering hair. "You look nice, too." She had lied. Peter's suit had obviously been worn many times and it didn't quite fit him right. She had always thought Peter was stick-skinny, but now she thought differently. The suit was too tight in the arms, revealing muscles Felicia had never realized he possessed. She caught herself thinking about Peter and almost laughed at the thought. She had to remember that Peter was here to embarrass her mother in front of Jameson, and his awkward, old suit served this objective perfectly.

            "I'll have to introduce you to all the important people who are attending tonight. I'll introduce you to my mother and to Mr. Jameson. Didn't you say you knew him?" She couldn't remember what Peter had said. Sometimes she didn't listen to what people said, particularly when they were men. Too often they droned on and on about themselves. Peter wasn't really like that but old habits die hard.

            "Yeah. I work for the Daily Bugle." Peter answered.

            "That's right. I thought you mentioned that before." After some forced and uncomfortable conversation, Peter saw that the limo arrived at the hotel where the party was being thrown. Again the driver got out and opened the door. He gave his hand to help Felicia out, to which Felicia replied "Thank you Charles. The party should end around two. I'll call if anything changes."

            Charles replied, "Yes Miss Hardy. Give my regards to your mother." He then helped Peter out of the limo.

            Felicia held out her arm and Peter took it. He escorted her into the hotel and up to the top floor where the benefit was being held. He could hardly believe he was here.

            The benefit room was a huge ballroom with crystal chandeliers and large windows which overlooked the city. Waiters in black suits with tails served champagne and hors d'oeuvres. The crowd was filled with people older and wealthier than Peter. He didn't recognize a single face. Peter started to feel like agreeing to come to this party was a bad idea. He wished he could be swinging through the city, even fighting would be better than this. 

            "Come on Peter," Felicia tugged on his arm and dragged him off to the center of the party. She grabbed two glasses of champagne from one of the servers, sipping from one of the glasses and offering the other to Peter.

            "No thank you." He stuttered his reply. "I'm not really old enough to drink." After that had slipped out he immediately wished he could take it back. So far he was not scoring points for being suave. The truth was Peter had decided long ago that if he was going to be Spider-man, he couldn't allow himself to drink or do anything else that might slow down his reaction time. You have to always be at the top of your game, he thought. Losing a few seconds could mean the difference between life and death, and you never know when Spider-man might be needed. So far he'd gone through college branded as a "geek" who would rather study on a Friday night, which was only partially true, but at least people we're not suspicious when he didn't show up to  the major parties at ESU.

            Felicia gave him a look of equal shock and disgust. First, she had forgotten that he was more than two years younger than him. Second, she could not believe he would turn down a harmless glass of champagne. "Come on Peter. Live a little." She forced the glass into his hands and said sarcastically, "I promise not to tell your mom."

            Peter accepted the glass but didn't drink from it. He looked at Felicia sternly and replied in a dry serious tone, "My mother's dead."

            "Oh, I didn't know. I mean, I'm sorry. I shouldn't have," Felicia stammered. This evening was not going well. She had no idea that Peter's mother had died. She remembered how once she thought her father was dead and it had been the most painful part of her life. There was a moment of awkward silence, where both of them stood without looking at each other. Finally Felicia spoke, "Come on. Let's go see who else is here."

            She dragged Peter towards where he mother was standing with Mr. Jameson and a few other people she recognized from her mother's business. She felt a pang of remorse for doing this to Peter. Part of her considered just leaving now, taking Peter with her and going somewhere quiet. He was obviously out of place in this party and very uncomfortable.  She half wanted to get to know him better, find out what other painful secrets he hid from the world. But then Felicia set eyes on her mother's face, her courage returned and all thoughts of Peter's well-being were forgotten.

            Her mother was in a long, tasteful black dress and she was covered in ornate jewelry. Felicia had to admit that her mother really looked good for age. But that made Felicia despise her even more. 

            "Darling," Mrs. Hardy ceased her conversation at the sight of her daughter. She gently kissed her on the cheek. "Don't you look wonderful," she said as she looked Felicia up and down. "I was just talking to Jonah about you."

            "Hi mom. You look great, too."

            "Jonah, this is my daughter, Felicia." Mrs. Hardy said. Peter stood several steps behind them, unsure what to do.

            "I remember you. You've grown a lot since I saw you last. You were running around in diapers." Jameson always seemed to say the same thing to her. She had actually seen him last Christmas. "Now you're such a lovely young lady. Where did John go?"

            Jameson scanned the room looking for his son. Mrs. Hardy continued for him, "Oh, yes. You two would make such a cute couple. He's an astronaut you know. Quite prominent in the…"

            Mrs. Hardy was interrupted by her daughter. "Actually mom, I brought someone."

            Her mother's thin eye brows narrowed quizzically.

            "This is Peter. He goes to school with me."

            Peter held his hand out but Mrs. Hardy didn't take it. She gave him a disapproving look and then turned back to Felicia without saying a word to Peter. "I thought I told you I was introducing you to Jameson's son."

            "I know, but I've been seeing Peter for a little while." Felicia replied. Peter looked over at Felicia and gave her almost as a surprised look as her mother. He suspected something was up. Felicia and he were certainly not "seeing" each other. In fact, he could safely say that Felicia liked Spider-man. Peter was completely hypnotized by her beauty and presence, so much that he was willing to overlook the fact that she was most likely using him to get to Spider-man. That wasn't so terrible, considering that they were one and same, even if Felicia didn't know that. But now Peter believed that her deception ran deeper; that he was a pawn in some sort of twisted family conflict.

            Jameson seemed to have found his son, cupping his hands and calling crudely across the room for him to come over. His attention returned to the two arguing women and for the first time he set eyes on Peter. "Parker?" he asked in disbelief. "What are you doing here?" 

             "I came with Felicia." Peter replied.

            "No you didn't." Jameson stated. "She's here to meet my son. You shouldn't be here, anyways. You should be out taking pictures or something. What do I pay you for? To come to parties?"

            "Don't worry, I was just leaving." Peter turned and walked solemnly away. Felicia was about to run off after him, but before she could she was approached by a tall, handsome man with bright blue eyes, dressed in a dashing tux. 

            "You must be Felicia. I'm John." The man held out his hand for her to shake

            Felicia looked over her shoulder to see Peter heading for the exit. She contemplated following him, but John had taken her by surprise. He was gorgeous; in fact he was exactly the kind of man she dreamed about. And there was something about him, maybe his strong confident presence, that reminded her of Spider-man. She couldn't leave now. She needed to get to know this man better.

To be continued…


	16. 16

Note: Sorry for the long wait. I'll try and update more often. Again, I appreciate all the reviews. 

            "Is it very dangerous being an astronaut?" Felicia asked as she and John strolled toward the window. 

            He took a sip from his champagne glass and replied, "We'll we train very hard and we're drilled for each situation. So far I've yet to have a real serious mission. I hope to have one soon. But how about you? My father tells me you're a student at ESU."

            Felicia had been talking with John for less than fifteen minutes, yet she was already frustrated with him. He was gorgeous, charming, and intelligent. Yet there was something bland about him. She tried to dig deeper, to see if there was any possibility he was Spider-man. He had the kind of face that she envisioned underneath that mask. But the more time she spent with him the more disappointed she felt. He lacked the vivacity and subtle wit that Spider-man possessed, two characteristics she had only now realized that she adored in him.

            John kept making small talk. He clearly was enamored with her. That was unsurprising. All men were. Felicia's thoughts drifted, unable to continue to listen to his chit chat. Why was she so aggravated by him? Here was the perfect man: tall, handsome, intelligent, and in less than half an hour she was tired of him. It was because he wasn't Spider-man. That was the man she truly loved and no one else would do.

            "I did my undergraduate work at Columbia but I did some graduate work at ESU before NASA. They have a great science program…."

            The party was interrupted as armed men crashed through the windows causing mass panic and confusion. People screamed while others ran toward the exits. 

            "Everybody down!" One of the men screamed. He then fired several warning shots straight up into the air.

            Most of the guests fell to their knees at the command while a few others tried to make it to the doors. Felicia stood frozen for a moment, surveying the scene, thinking of the best course of action.

            "Nobody move!" The armed man shouted and he fired another few shots at the people who had headed toward the exits. The other armed men secured the door to the elevator and the stairway.

            Felicia was surprised as John attempted to force her to the ground. "Felicia, get down."

            A man with a gun walked over toward her and started screaming so Felicia decided it was best to obey. She knelt next to John and whispered, "We've got to do something."

            "I've been trained with hostage situations. We're out numbered. The best thing we can do is stay put." He whispered back.

            Another man with a gun overheard them and yelled, "No talking!" And the man gave John a sharp kick in the back.

            "Listen up," said the first armed man, the one who was obviously the leader of the group. "If you do exactly as I say, no one will get hurt. You are stay down and remove your wallets, cell phones, and jewelry and place them next to you. Once you've done this put your hands on your head and don't move. My men will be around to collect this. I've instructed them to shoot anyone who moves or talks. And since we're more the petty jewel thieves, Mrs. Hardy we'd like to have a word with you. Roger, she's that one there in the black dress."

            Felicia saw two men grab her mother's arms and escort her to the corner. She again surveyed the room, looking for a way out so that she could return as the Black Cat. 

            John mistook the intense look of determination on her face for concern for her mother. "She'll be all right, Felicia. Just take off your jewelry and take your wallet out of your purse. Ok. Just do what they say and everything will be fine."

            Felicia knew that her mother would be fine. She'd seen her get out of worse situations before. In fact, she suspected that her mom was involved in this little heist in one way or another. She wanted to stop these men and find out what they were really up to. As Felicia removed her necklace she noticed that there were several ropes dangling by the blown out windows. The men must have climbed down them from the roof. She put her jewelry out by her side, took a glance around at the position of the men, and clenched her black purse between her thighs. In that purse she had something that she had brought just in case, something that she had hoped to wear instead of this red dress.

***

            Peter's spider sense had gone off before he had even gotten a block away. He turned to see the cause and noticed the blown out windows on the top floor. Peter smirked as he dashed into the alleyway to change. "It looks like I got invited to this party after all."


	17. 17

Present time:

            Doc Connors scrambled furiously to test the antitoxins he had developed. None were successful so far. He stared back to the corner of his lab where Spider-man lay unconscious on one of his lab tables. Doc Connors had hooked him up to an IV to keep him hydrated and he had also lifted his mask up past his mouth and nostrils to help him breathe. The mask still covered most of his face. He wanted to respect Spider-man's identity. But that might not be possible as his options narrowed. 

            Doc Connors peered back into his microscope. The poison was not responding to his current serum. He knocked a beaker of his lab table out of frustration. He couldn't let Spider-man die. Not after all he had done for him, not after all he had done for the city. Doc Connors decided he couldn't do this alone, yet at the same time he couldn't risk putting Spider-man's identity in jeopardy. Hesitantly, he picked up his cell phone to call for help.

***

Two Years Earlier

            Spider-man swung through the broken windows of the building. He managed to take out one of the armed men guarding the hostages. Two other men, who had been patrolling through the hostages and collecting the wallets and jewelry, noticed the attack made on their confederate and turned to face Spider-man. They drew their guns but Spider-man managed to sling his webbing out and to snatch both weapons. His spider sense blared and out of the corner of his eye he saw a third man take aim at him. Just before he could fire, the Black Cat swooped down and took the man out. Peter sighed a breath of relief. He then attempted to cover up his gratefulness with an overly stern voice, "I should have known you'd show up."

            "It's good to see you too," Black Cat replied. 

            The men had regained their bearings and though unarmed, charged toward Spider-man and the Black Cat. Together they took the men out. Spider-man then tied them up with his webbing. Felicia turned toward Spider-man, "There're more of them. I saw some men take a hostage into the next room over there." She pointed to the closed doors at the other end of the ballroom.

            Peter nodded at her. The two of them darted towards the room. The hostages began to whisper and stir. Peter warned, "Everyone stay down. It's not safe yet!"

            "Spider-man!" Jameson exclaimed as he lifted his head from the ground for the first time. 

            "That means you too, J.J." He replied as he ran to the doors that the Black Cat had pointed to.

            Spider-man kicked down the doors to the room revealing two men with guns pointed at a woman. Peter recognized that the woman was Mrs. Hardy, the very same woman he'd be introduced to earlier that night. 

            Peter and Felicia stood unmoving, not wanting to cause the men to hurt Mrs. Hardy. One of the men yelled out, "Spider-man! Stay back or I shoot her."

            "Roger, that'll be enough" the leader of the gang said to the other man. He then shouted toward Spider-man, "We were expecting you, Spider-man, but not this young lady."

            "It's a party so I thought I'd bring a date." Spider-man replied.

            "I'm the Black Cat and I demand that you release the hostage." Felicia insisted as she took a few steps closer to the men.

            The man holding the gun to Mrs. Hardy's head tightened his grip causing Mrs. Hardy to let out a cry of pain. Felicia stopped her approach.

            "I wouldn't come any closer if I were you, pretty girl. Our business is almost done here." The leader replied. The man opened the window, revealing a helicopter outside hovering several feet away. "Come on Roger. Let's go." He then fired a mechanism that shot out a steel cable which hooked onto the helicopter.

            The leader leaned toward Mrs. Hardy's ear, "Consider this your last warning, Mrs. Hardy. The next time you mess with the Kingpin you'll suffer a lot more." He then knocked the gun against her head, giving her a large wound on the side her face and causing her to fall to the ground. Felicia suppressed a gasp of concern. "Farewell Spider-man, have fun on your date."  The man fired his gun at Spider-man and the Black Cat several times before he and his accomplice climbed out the window and were carried away by the helicopter. 

            Felicia and Peter frantically dodged the bullets. They then ran towards the window. Peter glanced out the window but the helicopter had already disappeared into the distance. Felicia lightly shook her mother, "How are you Miss?"

            Mrs. Hardy rubbed the side of her face and replied with irritation, "I'll be fine."

            Just then the police burst in, "Everybody freeze!"

            Spider-man looked over at the Black Cat, "It looks this party just got busted. Would you like a ride?"

            "I'd love one."

            Felicia held on tight to Spider-man as they both swung away. She savored the feel of his body as she clung against him. They landed on a nearby rooftop all too soon for Felicia's tastes.

              "Sorry for the hurried exit. Like I said before, the police and I have never really gotten along." Peter said as he gently put Felicia down on the roof top. "I wanted to thank you for, um, for helping out."

            "Oh, I did more than help out. I saved your life back there," Felicia teased.

            "Did not. I could have taken them all out. You just made it a bit easier." Peter smiled beneath his mask.

            "Did you really mean what you said before?" She asked as she put her hand on his chest.

            "I did. I really am thankful that you showed up," Peter answered.

            "No, not that," The Black Cat smirked, "Did you really mean what you said about me as your date?"

            "Maybe. I'm sort of dateless tonight." Peter replied.

            "No you're not." She pulled up Spider-man's mask and kissed his willing lips. He embraced her and returned the kiss.

            Felicia wanted more than anything to stay there with Spider-man. But she knew that if she didn't return to the party her mother would think she'd been captured or killed. "I have to go," Felicia muttered reluctantly. "But we'll continue this date another time." She turned and looked one more time towards Spider-man before she jumped to the next rooftop and was gone.

            Peter stood still, the cold wind blowing against him, as he contemplated being deserted by a woman yet again that night. There was something familiar about the situation, as well as these two women.

To be continued…


	18. 18

            "Peter Parker, I don't know what to make of you." Doc Connors sat behind his desk staring at a very timid looking Peter. "I left the lab on Friday without your report. And here it is Monday morning. I don't care if you found someone to let you into my office over the weekend; it's still late. And I specifically told you to hand it in on time."

            "I'm sorry, Sir." Peter replied.

            "I went ahead and read the report anyways. And it was excellent work, Peter. You really understand the concepts, even better than some of my colleagues. I want to give you this position as lab assistant but you make it so hard. Why can't you get yourself together? You've got a career, a future to think about. You've got the most potential of any of my students. But your work ethic is sub-par.  That's why I'm giving the position to Miss Whitman."

            "I understand." Peter said truthfully. He couldn't expect Doc Connors to give him the position after all his tardiness. 

            "You seem like a good kid, though. That's why I'm going to let you work with Miss Whitman. You'll both we'll have access to the lab and the research equipment. But she'll be in charge. And if she reports that you're slacking off, and I will encourage her to be honest, I will terminate this little arrangement. I think you'll find that I'm being very generous."

            "Yes, yes. Thank you so much Doctor Connors." Peter couldn't believe his ears. He had really wanted this position.

            "Don't make me regret my decision."

            "You won't. Thank you, again Doctor Connors."

            As Peter left Doctor's Connors office, he beamed with delight. Spider-man had caused him so much trouble lately. The Daily Bugle reported in its headline that Spider-man was the one responsible for the charity ball robbery. Typical Jameson: blame Spider-man even when he witnessed the truth. And his responsibilities as Spider-man had almost cost him this chance as a lab assistant. Peter was fascinated with the research of neo-genics and he greatly respected Doc Connors work. He was glad that he was going to have a chance to work with him. He didn't want Spider-man messing up this opportunity. Maybe it would be better, Peter thought, if he gave up being Spider-man. It would certainly make his life simpler.

            As he continued to walk down the halls of the science center he spotted Felicia. The smile on his face quickly faded. He sped up his walk and pretended not to see her, even as she hurried toward him.

            "Peter, wait up!" Felicia called out after him.

            "What is it?" Peter replied in his sternest voice as Felicia caught up and walked beside him.

            "I wanted to apologize for Saturday night. I was very rude to you. Please accept my apology." She batted her eyelashes and gave him her cutest, most innocent look.

            "I'm sorry Felicia but I don't think I can just accept your apology. In fact, I don't think we should be friends anymore."

            Felicia was not expecting that. Guys never turned down her apologies. "What? Why not?"

            "Look," Peter stopped walking and turned toward Felicia. He spoke firmly. He had enough on his mind over the last couple of days and he couldn't deal any longer with Felicia's games. "I believed in you. I always thought you were more than the dumb flirt you pretended to be. And I still do. I think you're intelligent and cunning. But all you've been is cold and manipulative to me. I'm sick of you using me, ok. Go torment someone else for a while."

            Felicia stood speechless. Her initial reaction was how dare he! How dare he speak that way to Felicia Hardy! And in front of all these people. A group of students had stopped to watch the little incident. And a few laughed and snickered as she stood there too shocked to move.

            Felicia broke through the crowd and made her way to the girl's bathroom. She was the closest she'd ever come to tears over a guy. "What have I done," She said to herself. How could she be so cruel to sweet, innocent Peter. He was right. He was the first person to really believe in her and she used him. Felicia fixed her hair in the bathroom mirror, took a deep breath, and gathered herself. As she did this, she realized that she really did care for Peter. Why was he so confusing. He annoyed and enraged her. But when he spoke to her like that, with that fire in his eyes, she realized that she wanted him.

***

Present Time…

            "Doctor Connors, I came as soon as I could." Debra said as she walked into the lab room. She had hurried out of bed when she received Doc Connor's urgent call. She still was tired and a bit disheveled, but she was thrilled that he trusted her enough to call her with his emergency. "What's this emergency that you…."

            Debra was unable to finish her sentence. She saw that Spider-man was unconscious on the lab table. She clasped her hand to her mouth. "Oh my god…"

            "Look. You can't tell anyone about this. Can I trust you?" Doc Connors asked grabbing Debra's arm. Doc Connors did not want to risk jeopardizing Spider-man's safety. He didn't want to involve anyone else but he was left little choice.

            Debra nodded as she walked closer to Spider-man's side.

            "Please, it's very important that no one know about this. I wouldn't have called you except that I don't think there's enough time for me to find an antidote on my own. I need your help."

            Debra gently reached out to touch Spider-man. She mumbled to herself, "That stupid bastard, I knew that this would kill him someday." Doc Connors was surprised to see how concerned Debra was, and even more surprised as she wiped away a tear and replied with a resolve that almost frightened him, "O.k., what do we need to do to save him?"

To be continued….

Thanks for the reviews. Sorry about being so slow with the updates. My life is incredibly busy these days. I will do my best. Again, I love to know what you guys think about the story.


	19. 19

Note: Thank you for your patience. And again, thank you for all the reviews. Keep telling me what you think.

            "Ok," Doc Connors began, attempting to bring Debra up to speed with Spider-man's condition without wasting time. "We're dealing with some sort of toxin. I believe it's from snake venom. It doesn't match up with any of the snakes in North America. I'm attempting to adjust an antidote that responds to a similar toxin. I've started developing some of these anti-toxins, but so far none have responded to the poison. Here take a look at what I've done so far."  Doctor Connors stepped away from his microscope to let Debra examine his work. "There are several different permutations that may work. But it could take several tries before we stumble across the right one. The more people we have trying the better his outcome looks."

            "Ok, let me get started." Debra gathered materials and began working. This was more advanced than any of her previous research. But Debra soon understood what was necessary and completed several combinations. None of them succeeded against the sample of the toxin taken from Spider-man's blood. Debra knew that every time she failed, Spider-man was that much closer to death. She let out a moan a frustration.

            "I know. It doesn't look good." Doctor Connors replied.  "I think we need more help. But I'm not sure who I can trust. I called Peter Parker before but he didn't answer. I guess I should try again." Doc Connors reached for his cell phone.

            "Don't bother." Debra let out a slight, ironic laugh that quickly faded. "He's not home."

            "How do you know?" Doc Connors asked. He had wondered before if Peter and Debra had been seeing each other. They certainly would make a great couple, the two best science minds of ESU. But her tone led him to believe that if this were so, things had gone sour. Still, she must know something, he thought. And he was always curious to learn more about the mystery that was Peter Parker. "Are you sure? It is close to 4 a.m. now. Where would he be?"

            "I just know he's not at home," Debra tried to resume her work without continuing the conversation.

            "Well, let me call just to make sure. Spider-man's life may depend on it and I know that Peter is a friend of Spider-man's."

            Debra restrained herself from commenting. She had to focus on the task at hand.  She glanced over at Doctor Connors who stood with the phone to his ear. The ringing had ceased and Debra could faintly make out the message from Peter's phone. She had heard it many times before, too many times before. Out of the corner of her eye she saw Doc Connors redial the number. "Maybe he's asleep and just won't pick up. I don't think I can trust any of the other research assistants with a matter like this. And Peter's particularly good with biology and toxicology, perhaps even better than me. Spider-man needs him."

            Debra had tried so hard not to say anything. She had wanted to respect Peter's wishes. But it had been so long that this knowledge, this secret ate her upside. She needed to tell someone. She couldn't bare to hear Doctor Connor's speak of Peter when he lay a mere five feet away slowly dying.

            "Doctor Connor's, Peter can't help us." She got up from her lab table and moved toward Spider-man. She gently touched his face and slowly pulled the mask further over his head, exposing his face. 

            "Debra, no. We need to respect his privacy." He lunged forward to stop her, but then he saw the face beneath the mask. And he froze.

            "I know that he can trust you. Peter always talked very highly of you." She then said to herself under her breath, "I only wish he had been able trust me…" Debra put the mask back down covering his eyes. She could hear him gasping for breath and she knew that she had to return to working on the antidote.

            "Peter?" Doctor Connors asked allowed. "All this time, Peter Parker was Spider-man?"

            Debra nodded.

            "But, he's just, just a boy. Barely 20. And he's student of mine! I had Spider-man in my lectures and I never knew. And all the times he came through for more, saved me. I don't believe it." Doctor Connors returned to his work station. "I won't let Peter die."

            They worked in silence for several moments. And then Doc Connors could no longer remain quiet. There were so many questions he had. He knew that he had to continue working, but as he worked he asked Debra, "How did you find out? Did Peter tell you?"

            "No," Debra shook her head. "I figured it out after a while. I got suspicious a few years ago. So finally I decided to find out for myself. I researched the photos he took for the Daily Bugle. And I analyzed them. I realized that by the camera angles there was no possible way he was behind that camera."

            "There's so many other questions I have…" Doctor Connors was about to ask more but they were interrupted. Like a swift breeze, the Black Cat entered through the window to the laboratory. She rushed to Spider-man's side. 

            She realized that his condition had not improved since she had left him. "Doctor Connor's, how is he? Will you be able to save him?"

            "We're doing our best." He replied and quickly got back to his microscope. Felicia had been so preoccupied with Spider-man's well-being she had failed to notice Debra. 

            "What is she doing here?" The Black Cat asked and approached Debra. She vaguely recognized the girl who sat at the lab table. But she still did not trust her with these matters. "Doctor Connors I thought we could trust you. What if she tells someone?"

            "I need help if I'm going to find the antidote. Besides, you can trust her. She's a friend of Spider-man's." 

            "If you say so…" Felicia was not reassured but there was little she could do now. She knelt besides Spider-man's side and kissed his barely exposed cheek. And then she whispered, "Hold on, my love. Hold on."

            Debra heard this but did not turn around from her work. Instead, she took a deep breath and resolved that she would not rest until Peter was cured.

To be continued…


	20. 20

Note: Again, I'm sorry for the delay. My life is too hectic. Enjoy the new chapter.

Present Time:

            "Doc Connors, I think I've found something." Debra said as she looked up from her microscope. The anti-toxin she was currently working with seemed to respond to the poison.

            Doc Connors rushed over to her station and peered through her microscope, "Interesting…"

            "What is it? Can you help him?" Black Cat asked. She was sitting on the lab table beside Spider-man, his head in her lap. She had been gently caressing him, trying to remain calm, while the other two worked.

            "This looks like it could work," Doc Connors replied. "Let me check his vitals before we administer it." He waved for the Black Cat to get away from Spider-man so that he could measure his pulse.

            "Debra, prepare thirty milligrams of those anti-toxins."

            "Will that be enough?" Debra asked,

            "We'll see how he responds to the initial dose before we give him more."

            Debra nodded in understanding and began preparing the serum.

            Felicia paced back and forth. She wanted to scream at the two of them to hurry up. When she had been holding Spider-man she could feel him gasping for breath, she could feel him shaking and sweating as the poison raged through his body. Felicia couldn't bear it any longer. The only man that she ever really loved was dying. He was one of the few, if not the only selfless person left in the world. And the idea that he should suffer so made Felicia burn with fury.

And though he was only a few feet away there was nothing that she could do to save. In last couple years Felicia had learned to take matters into her own hands. Spider-man had been one of the few people to teach her that. She recalled those first days that she became Black Cat. Her father and Spider-man had taught her, but she smiled as she recalled another who had inspired her when she was just starting out on her journey. She didn't see him much anymore. And at that moment she was distracted from her worrying about Spider-man for a moment as she wondered what had ever happened to that sweet boy from a while back.

            Felicia continued pacing. Doc Connors and Debra were huddled over their lab equipment, perfecting the serum. She overheard Doctor Connors say to Debra, "It's ironic. Peter is very good with these kinds of cellular transmutations. We could have used his help."

            "Shhhh," Debra hushed. "I don't think she knows." She nodded her head in the Black Cat's direction as she whispered the last words.

            "Really?" Doc Connors asked. "Are you sure?"

            Debra nodded.

            "Well I guess that's ironic, too." Doc Connors muttered. He was still shocked by the identity of the man behind the mask. Somehow now it seemed so obvious to him. But Doc Connors realized that he had to put his thoughts aside and concentrate on the task at hand.

 "I think that this is the best we're going to do in the time that we have," Doc Connors continued as he held up the completed serum to eye level to examine one last time. "I don't know how much longer his body can fight off the poison. I just pray to god this works."

Doc Connors instructed Debra to cut the arm of Spider-man's costume. He then ripped apart the fabric until it exposed most of Peter's forearm. He examined his arm, found a vein, and then stuck in the needle, administering the first dose of the serum that he and Debra had been working on.

The Black Cat and Debra stood behind Doc Connors, watching silently. "Is that going to cure him?" Felicia asked, "How long before we know if he's going to be ok?"

"I don't know." Doc Connors quietly sighed.

"What do you mean you don't know!" Felicia pleaded, trying simultaneously to suppress her anger and her tears. "I brought him here to you hours ago. I thought you of all people would be able to help him. Why is this taking so long!"

"Look, we're doing the best we can."

"That's not good enough!"

             "We'll see how he responds to this dose. But until then all we can do is wait." And then Doc Connors added solemnly, "And pray."

            Felicia didn't respond. Instead she began pacing again, feeling completely helpless.

            Five silent minutes passed. No one knew what to say. Each person in the room was suffering in their own way. Finally Doc Connors looked at his watch. "The janitor usually comes in around this time. I'm going to go tell the maintenance staff that no one is to disturb me this morning. I'll be back in five minutes. We'll see how he's doing when I get back and give him another dose."

            Debra nodded. She couldn't help but be concerned considering Doc Connor's uneasy expression and his nervous tone of voice. She wondered if he believed Peter would be able to recover.

            Debra heard Doc Connor's lock the door behind him, probably as a precaution, she thought. The Black Cat was still pacing restlessly back and forth across the lab room. Debra took Peter's hand in hers and quietly begged, "Please, please."

            Felicia stopped pacing when she saw the way that Debra was holding Spider-man's hand. "Get away from him." She demanded sternly.

            "Don't tell me what to do."

            "You shouldn't be here. I don't know why Doc Connors called you."

            "Doc Connors asked me to come. He needed my help." Then Debra said something that been building up inside her since the Black Cat's return, "Anyways, it's your fault that Spider-man's dying."

            "What?" Felicia replied incredulously. She moved in closer to Debra, her body unknowingly preparing to attack. She restrained herself and questioned, "What do you know? You don't know anything."

            "I know that he's wasting his time and risking his life taking part in the stupid charade of his! If he had any sense he'd realize he could probably save just as many lives if he put his mind to research, like me. I've been trying to tell him that but he won't listen. And you, you tempt him and encourage him. You don't love him. You don't even know him!" She was crying now, gasping for breath in between her words and her tears.

            Felicia grabbed Debra by the neck. She held her in the air with one hand, choking her. "Don't talk to me that way. I love that man more than life itself. I won't listen to you talk about things that you don't understand." She let go and Debra fell crashing to the floor.

            Debra's sobbing turned into an eerie laughter, "Felicia Hardy, I know so much more than you think."

            Felicia's jaw dropped in bewilderment at the sound of her real name.

To be continued…

Note: Thanks for all the great feedback. And normally I hate shameless self-promotion, but I'll make an exception for this: please read my story the Sacrifice. The ending to the new movie (which is incredible by the way) is very similar to the story I wrote over a year ago. So read it and let me know what you think.


	21. 21

Two years earlier…

Debra and Peter walked together down the science center hallway. They had been working on research in Doc Connors lab. Debra truly enjoyed their time together. Ever since Peter had yelled at Felicia, Peter spent more attention on Debra. Over the last two weeks they had gone out for coffee or dinner after laboratory sessions. During that time she had gotten Peter to open up to her about his family, school, and work. He was still hiding something but Debra had a pretty good idea of what that was. She just couldn't understand why he would take part in that pointless charade. She supposed that he was helping people, but really he was foolishly risking his life and wasting his time on some sort of pointless calling. If only he'd turn his efforts back to science, back to research, he might be capable of truly great advances in medicine and technology. Debra was starting to believe that if their relationship continued this way, she might be able to convince him to give up being Spider-man.

"So I was thinking at our next lab meeting we should tell Doctor Connors about the research proposal we've been talking about. I think it's got a lot of potential. Although, you'd need to start spending more time in the lab," Debra said.

"Well, we could mention it to Doctor Connors. I don't know if I'll be able to spend much more time in the lab. I'm busy enough as it is...with my job at the Bugle." Peter replied.

Debra rolled her eyes at Peter's comment but she played along. "You should consider cutting back on your hours there," she said. "I've already covered for you too many times."

"I know, Debra. I'm really grateful. In fact, how about we go out for a late night snack? My treat. I mean, if you're not busy or anything."

Debra tried to hide her smile, but instead it stretched all the way across her face. She was completely powerless against Peter's charm. "I guess I'm free. But you're not getting off the hook that easily. I can't cover for you all the time."

"I know. I'll try to be better." Peter replied. They walked in silence for a few moments. Peter reflected on the recent time he'd spent with Debra. He had grown close to her. She was smart and sweet, although perhaps a bit of a know-it-all. He cared for her but he didn't quite feel a spark in their relationship. Maybe he could grow to love her. She would certainly cause him less pain than Felicia. "You know, I've really enjoyed spending time with you lately."

"Me too," Debra replied. She could hardly contain her excitement. Perhaps Peter was going to officially ask her out. There wasn't anything in the world that Debra wanted more than to be his girlfriend.

"Well, I was thinking that maybe, you and I…." Peter was interrupted first by his blaring spider-sense and then the sound of gunshots.

Peter turned to run toward the source of the noise, but then he remembered Debra. "I should go see what that was. You stay here." Peter then raced off to see what had happened.

"Sure thing. Go ahead." Debra sighed but she was sure Peter hadn't heard her. He was already out of sight.

At first, Debra wanted to sulk off and wallow in self-pity. The man she loved was so close to being hers and yet this pointless sense of duty had stolen him away again. She decided that she couldn't give up that easily. If she was ever going to talk him out of this, if she was ever going to claim Peter as her own, she would have to start taking the offensive. So Debra did something very out of character: she headed toward the source of the gunshots.

In mere seconds, Peter had changed into his costume and darted toward the source of the noise. It came from one of the research laboratories. Peter kicked down the locked doors into the laboratory. There he found the Black Cat taking on three men in black. She'd already appeared to have disarmed them. Peter rushed to help her but she was managing fine on her own.

"Nice of you to drop by," the Black Cat panted in between punches. She knocked one of the men unconscious and then drop kicked another. Peter went after the third man and easily defeated him.

"What's going on here?" Peter asked as he helped to tie up the men.

"These men where trying to steal that generator," Felicia replied as she wiped a bead of sweat from her face. Peter looked around the room. He'd heard about this new generator that ESU was working on.

"How did you know about the robbery?"

"I've been watching over this lab for about a week. I read up on that electrical current scrambler you told me about. It seems that several powerful people are trying to build one," Felicia explained. She didn't mention that her mother was one of the people she suspected of getting this machine. The more she found out about the criminal world the more ties she found to her mother's company. "The articles I read mentioned that they'd also need a small but powerful energy source. So I began making patrols over the city's electrical plants. But then I came across an article about this new generator that ESU had just developed. And I started watching these labs as well. It was just a matter of time before someone tried to rip this place off. Now the only question now is to see who these guys are working for. "

"That's brilliant." Peter replied. He was amazed that the Black Cat had done research about the weapons technology. At first he had been skeptical of the Black Cat. But she continued to amaze him with her skills and wit.

And yet, Peter was a little frightened that he hadn't made the connection about the generator. While he had been so focused on his research for school he had gotten behind on what was going on in the criminal underworld. He had almost completely forgotten about the electrical current scrambler that he and the Black Cat had stumbled upon in the back of the Fisk Museum. He shuddered to think what could have happened had Black Cat not been there to stop these criminals.

"Thank you," Felicia smiled back contently. "That means a lot coming from you."

"You know, I guess you might have what it takes to be in the superhero business after all."

"I've got what it takes." Felicia then leaned toward Spider-man and whispered, "And I've got a whole lot more than that if you want to find out." She leaned forward, lifted up his mask and kissed him.

Debra had been watching quietly from behind the doors of the laboratory. She wasn't sure what upset her more: the fact that Peter had just called this seductive woman brilliant or that he was now kissing her. At that moment Debra vowed to find everything she could about the strange new woman in Peter's life.

Note: Sorry about the lack of updates. I will try to do better. I guess that'll be my new year's resolution (among other things). I hope that you enjoyed this chapter. Thanks again for your patience and have a happy new year! Jen K.


	22. 22

Present Time…

"What did you say?" Felicia asked, taken aback by the fact that Debra knew her name.

"You know exactly what I said, Felicia." Debra replied smugly. "I know who you are behind that mask."

"How, how?" Debra muttered in shock that this girl knew so much about her.

"Maybe if you weren't so caught up in this stupid charade of yours you'd be able to notice the people around you. And maybe _he_ wouldn't be lying there dying," Debra seethed with anger and frustration.

Felicia, who had initially been stunned and frightened, was now furious. She stepped toward Debra and questioned through clenched teeth, "Are you saying that this is my fault?"

"That's exactly what I'm saying" Debra replied.

Felicia moved menacingly toward Debra, but Debra was unflinching. Felicia grabbed Debra's shirt and held her by it, the same way she had threatened so many criminals before, "You should know that I love that man more than you could ever know."

Debra just laughed, "You never loved him. You don't even know him. You're just a spoiled girl parading around, looking for attention."

"How dare you!" Felicia fumed. "I could snap your neck if I wanted to."

"Go ahead!" Debra spat, surprised by her own audacity.

"Girls, girls!" Doc Connors had just gotten back from telling the maintenance workers not to disturb him. He was shocked to find the two girls fighting and the Black Cat apparently ready to injure Debra. "What's going on? This is no time to be fighting. I leave you alone for five minutes….".

Felicia blushed and let go of Debra's shirt. She felt like a child being scolded. She had no idea how Debra had known about her identity but she didn't want to discuss the issue further in front of Doctor Connors. It would have to wait.

Doctor Connors continued, "Why are you fighting? We're all here to help Spider-man! Now, how is he doing?"

Debra sneered at Felicia before returning toward Spider-man. Her rage turned to concern for the man that lay before her. She checked his pulse and listened to his breathing. "I, I dunno if its working, Doctor Connors. There doesn't appear to be any change. I don't know what else we can do."

"We should try another batch of the anti-toxins. I think it's the best hope that we have."

Debra prepared another syringe filled with the anti-toxins. Felicia let out a loud sigh of annoyance. Her hands were crossed across her chest. "And what if this doesn't work? I brought him here because I thought that you could save him!"

"Look, were doing our best." Doctor Connors replied sternly. He then proceeded to check on Spider-man as well. He nodded in Debra's direction in agreement, "I don't see any change, either. Let's hope that this next batch of the anti-toxins helps. We should continue to work on a more responsive anti-dote but other than that I don't think there is much else we can do."

"God, why isn't he getting better!" Felicia demanded in frustration. "I should never have brought him here!"

"Shut up, shut up! You've done enough, now leave us alone." Debra screamed back at the Black Cat. Doctor Connors had never seen Debra react this way. She had always seemed quiet and docile. Now she flared with rage and he was starting to understand that there was a history between the two girls.

"I wouldn't talk to me like that if I were you." Felicia replied. Felicia tried to hide the fact that she was really scared by this girl, a girl she didn't really know yet who seemed to know so much about her.

Doctor Connors interjected, "I don't know what's going on between you two but you need to stop it right now. I won't have any of this going on in my laboratory especially considering the situation."

"No, I will not stop!" Debra yelled back at a shocked Doctor Connors. "I've waited and watched passively as he's thrown his life away. But I've had enough. And I won't let her talk to me that way or tell me how much she loves him because all she's done is hurt him. She never cared about him, she was never there for him! She doesn't know anything about love!"

Felicia and Doctor Connors were both speechless after Debra's rant. Neither one had expected it. It was not hard for Doctor Connors to see that Debra was in love with Peter. He had suspected for a while that the two were linked romantically. It made perfect sense that his two brightest students should fall in love. Whatever was between them didn't seem to last for whatever reasons, although now he could see that Debra still felt strongly for Peter.

Felicia was coming to realizations of her own. She had grossly underestimated Debra. She was unsure how the girl knew about her secret identity but it was now becoming apparent that she knew more. She knew the identity of Spider-man and what was more she was in love with him. How could she blame her? Felicia had imagined the man behind the mask to be overwhelmingly handsome, debonair, charming and confident. She imagined that most girls who knew him were in love with him, even without the knowledge of his alter ego. She imagined it much like her own situation where every guy she'd ever known had been smitten with her. That's why they were perfect for each other, because they were the same. She believed with all her heart that when Spider-man was ready he would realize this and they would both take off their masks.

"You know who he is," Felicia said matter-of-factly trying to conceal the simultaneous feelings of resentment toward Debra and excitement at know Spider-man's true identity.

"Yes, I do." Debra replied, savoring the moment. She then pointed toward Doctor Connors and said, "We both do."

Debra was in a kind of frenzied, almost manic state. She had always held back her emotions and now they were pouring out of her and she could hardly think straight. But she savored that moment as she saw the shock in Felicia's eyes. For the first time in her life Debra had something that Felicia didn't, and it was knowledge, the very thing Debra treasured most.

"Then let me see his face…" Felicia insisted. This was not the way she had imagined his unmasking. But she had to know, especially if he didn't survive. She tried to push that thought from her mind.

Had Debra been thinking clearly she might have rethought her actions. But instead she pulled the mask off Peter's face.

To be continued…

Note: I'm so sorry for the lack of updates. I will try my best to do better. Please keep reading!


	23. 23

Felicia felt her heart stop for an instant as Debra pulled the mask away from Spider-man's face. She had dreamt about the man behind that mask many times before. She imagined him handsome and debonair and one day he would profess his love for her and tear off the mask on his own. Never once after all the years of dreaming did she ever consider the idea that she would know the man behind the mask. She had always imagined the man who was Spider-man to be more courageous and amazing than any man she had ever met in real life. That was why she was so shocked when she recognized the face before her.

At first she couldn't quite place where she knew him from. It didn't help that his face was covered in sweat and contorted from pain. But after a moment, recognition set in. The man before her was Peter Parker. He was the boy who tutored her in Chemistry. The boy who she took to one of her mother's parties. The boy who she toyed with. All along, he was Spider-man. This didn't make sense. Felicia stepped backwards and stumbled as she tried to grasp the truth.

While Felicia was struggling to comprehend the secret she had just discovered, Debra tended to the ailing Spider-man. She wiped the sweat from his face and raised his head to ease his breathing. Doctor Connors noticed a sly smirk on Debra's face. He wasn't sure he approved of Debra' actions but at this point he didn't know what to think. Instead of getting involved in the fight between the two girls he decided it best to focus his attention on Spider-man.

"How is he doing?" Doctor Connors asked.

"I don't know. He doesn't look good." Debra finally responded.

At that exact moment, Peter shook his head and opened his eyes slightly. Doc Connors rushed to his side to check his vitals. "Can you hear me?"

His eyes widen and filled with fear. Peter raised his hand to his face, almost as if out of instinct, to check whether his mask was still on. When he felt that it was not, he tried to get up but Doctor Connors and Debra restrained him. "Don't move. We're here to help."

Peter didn't listen. He struggled against them with surprising strength considering his condition. "I…I have to" Peter tried to speak but his eyes rolled in the back as head and he fainted again.

Felicia had snapped out of her shock when she realized that Peter had come to. "Peter?" She said as she rushed again to his side. But he could no longer hear here. "What happened? Is he going to wake up?"

"Yes, I think he will… in time. It looks like the anti-toxin is working." Doctor Connors replied.

"Should we give him another dose?" Debra asked.

"No, I think we should wait and let the current dose work. But this is good sign. If he hadn't shown any improvements by now, well, I don't know what we could do. For now, all we can do is wait and let the anti-toxin work," answered Doc Connors.

Felicia tried to make sense of everything. How could Peter be Spider-man? And yet, it did make sense in some way. It wasn't anything she'd ever expect but now that she thought about it, it did seem to make sense. And then she felt sick to her stomach. She had never been very kind to Peter. He had always been sweet but he was so easy to use. She remembered the way that she used to tease and toy with him like she had with so many other men. But she did remember Peter being different. He was different because she felt guilty after using him. Because he seemed to genuinely believe that she was more than just a pretty face. He had been able to see deeper into the kind of strong, independent person that she really was. And Felicia had no idea at all at what lay beneath Peter's exterior. He was obviously a much more complicated man that she had every imagined.

Felicia had always thought that she loved Spider-man. It was never even question. The Black Cat and Spider-man were meant to be together. But now, for the first time, she wasn't entirely sure. Everything was happening so fast. She felt an initial disappointment at discovering the identity of her love. Maybe that was to be expected. No great love can ever live up to the romance. And right now she could lose him forever, the last thing she wanted to do was to question her feelings so she pushed the thought from her mind. What mattered now was to make sure that he recovered.

As Felicia questioned her own feelings, she couldn't help but notice Debra's. She'd seen Debra around campus before but she'd always written her off as unattractive, unimportant and unthreatening. In fact, Felicia only noticed girls she considered potential rivals and Debra had never entered her radar. Perhaps she had been wrong. She saw the way that she tended to Spider-man. She'd seen the way that she fawned over Peter. And only now did she consider it a threat. The girl was clearly in love. Felicia felt a growing resentment for the girl that could only come from newfound respect. This girl had been closer to Spider-man. And while Felicia considered the Black Cat to be more Spider-man's type she realized for the first time that perhaps that was not the case. And whatever mixed up feelings she felt, she realized that she was jealous and did not want to lose to Debra. She tried to tell herself that this wasn't a competition, that right now they were all working together to help Spider-man, but that was a lie. Felicia knew that when it came to love there were no truces.

She watched as Doctor Connors and Debra checked on Spider-man, then returned to making anti-toxins or whatever it was they were doing. Felicia began biting her nails. It was a nervous habit she had recently developed. She didn't know what else to do as she waited and watched helplessly. Peter hadn't regained consciousness and she watched helplessly as the other two fretted over his condition.

Suddenly there was a crash of glass and someone had plowed through the laboratory window. Felicia's first instinct was to turn away and shield herself from the glass. She didn't have to look to know who it was. The familiar voice declared, "Spider, I have found you. Now this ends once and for all."

To be continued...

Note: I hope that you enjoy this chapter. It was really hard to write. I will try and post more soon, particularly since school is almost over. And the story is nearing an end as well. Thank you again for all the feedback!


	24. 24

Kraven the Hunter had just crashed through the window of the laboratory. He stumbled a bit but then regained his bearings.

Felicia was instantly in fighting position. Finally, there was something that she could do to help protect Spider-man. She was sick of just standing around and watching. "I thought I told you to leave New York!"

"My fight is not with you!" Kraven replied.

"Why are you doing this?" Felicia demanded as she prepared to strike. She threw a punch at Kraven, which he deflected. She then attempted a drop kick. Kraven tried to dodge it but she caught him in the shoulder. Felicia noted that his reactions seemed somewhat slower than before. She wondered if he was injured and she tried to calculate how she could use this to her advantage.

"I cannot leave New York until I know that your Spider is dead. I must know who is the ultimate warrior; and only one of us can live to claim that title." Kraven then struck back at Felicia.

"I let you live!" Felicia panted as she dodged his fist.

"That was a mistake. You should have killed me when you had the chance. I won't stop until either the Spider or I am dead. Only one of us can survive."

"What kind of sick game is that," Felicia spat back at him. Out of the corner of her eye she could see Doctor Connors and Debra moving in front of Spider-man, prepared to defend him if Kraven came near.

"It is the game I live for: the ultimate hunt."

"You poisoned him. That's not really a fair fight."

Kraven did not reply, instead he was preoccupied by Felicia's attack. But Kraven was able to turn her advance to his advantage. As she lunged forward, he grabbed her by the arm and spun her around. He had her arm twisted behind her back, and then he gabbed a knife from his belt and put it to her throat. "Kitty, I've had enough of your meddling."

"You coward!" Felicia said as she felt the knife bear harder into her throat. "If you wanted a fair fight you wouldn't have poisoned him."

"It is a fair fight. Spider-man and I have fought many times, but always it ends in stalemate. Someone like you or your pitiful police always have the nerve to interfere. So I found a way to see who was stronger once and for all. When I poisoned the Spider, I also injected myself. I won't take the antidote until I am sure he is dead. And he'll have to kill me before I will give it to him," Kraven replied.

The knife was clenched even closer to her throat so that Felicia could barely utter, "You said there was no antidote."

"I lied." Kraven then turned his attention toward Debra and Doctor Connors. "If you don't get out of the way I will to cut this pretty creature's throat."

"How do we know you gave the same amount of poison to Spider-man! He's nearly dead and you, you seem fine. That's not fair." Debra shouted back at him.

"I don't care if you think it's fair. I know that I gave each of us the same amount of poison. All that matters is that _I_ know it's fair. I can't help it if I spent years in the jungle, being bitten by venomous snakes. It has made me stronger, and only the strong survive. Now move or I will kill the Kitty!"

"No! I won't let youhurt him!" Debra screamed back.

But then she felt someone push her aside. It was Peter. He looked terrible but he was standing on his own and he then pushed himself in front of Debra and Doctor Connors. His effort was feeble, but both Doctor Connors and Debra were so caught off guard that he was able to position himself in front of them.

"Leave them out of this. This is between me and you, Kraven!" Peter declared, feigning strength.

"No, you don't have to do this!" Felicia tried to tell Peter. But just as she spoke these words, Kraven tossed her aside, ramming her into a nearby shelf that came crashing down on top of her and rendered her unconscious.

"Peter, don't!" Debra tried to stop him but before she could think to pull him back, Peter lunged toward Kraven. Oddly enough, as soon as Peter started moving his agility and strength appeared to partly come back to him. It was as if his instincts kicked in and took over his weakened body.

Debra watched as the two men brawled, not knowing what to do. They did not appear to be great fighters she knew them to be. Instead it looked more like a drunken bar fight, both men stumbling and uncoordinated. But then, Kraven delivered a punch that sent Peter flying across the room.

Debra gasped in horror. She looked to Doctor Connors, but he was helping the Black Cat to her feet. Debra ran over to them and said, "We've got to do something."

"We're going to need her help." Doc Connors answered as he tried to shake Felicia awake. "Debra, I have a tranquilizer in the laboratory refrigerator. Go get it and also bring me a syringe."

Debra obeyed. She furiously searched the labeled vials for the tranquilizer. Meanwhile, Felicia had finally come to. Once she realized that Spider-man was taking on Kraven she tried to rush to his aid. Doctor Connors held her back, "Look, I've got a plan."

Debra brought the vial of tranquilizer and the syringe to Doctor Connors. "It's not much," Doc Connors said as he filled the needle full of the tranquilizer, "but it should knock him out at least temporarily."

"Let me do it!" Felicia replied impatiently.

"Hold on. We've probably only got one chance. If he sees you coming toward him he might be able to knock away the needle," Doctor Connors explained. "That's why Debra and I are going to distract him and you'll have to come from behind."

Debra nodded. "Ok, let's do this."

To be continued…


	25. 25

Peter appeared to have found a second wind. As he delivered a well-placed punch he asked, "Why Kraven? We're both going to end up dead!"

"So be it. I could not live with myself in defeat. Defeat is not an option," Kraven said through clenched teeth as he fought back.

Meanwhile, Doctor Connors, Felicia and Debra stood huddled in the corner of the laboratory, plotting their attack on Kraven.

"You're the most agile," Doc Connors said to Felicia. "You're the only one who'll be able to get close enough to stick him with the tranquilizer."

Felicia nodded in response. Doctor Connors finished filling the syringe with the tranquilizer and handed it to her. "You are going to need to stick him with this and then press down on the handle. He needs to be injected with all of the tranquilizer for it to sedate him. We'll distract him while you sneak up from behind."

"How are we going to distract him?" Debra asked.

"I don't know. We'll have to think of something to get his attention," Doctor Connors replied.

"I can do that," Debra replied.

"We better hurry," Doctor Connors said as he saw Peter take a hard hit, knocking him to the ground. "Ready?"

Felicia and Debra nodded in agreement. Felicia stealthily snuck be the wall of the laboratory, so that Kraven would not notice her. Meanwhile, Doctor Connors and Debra headed in the opposite direction, hoping that Kraven would not turn around.

"Hey you," Doctor Connors tried to make his voice louder and more threatening, "Stop messing up my laboratory or, or I'll call the police!"

Kraven glanced at him at him briefly but continued to fight Peter. As he attacked, his positioning changed and Felicia, darted behind a table so she wouldn't be seen. Debra realized that Doctor Connors was not creating a very effective diversion and Peter appeared to be struggling just to stand upright. Debra knew she had to take action now.

She grabbed a glass beaker and smashed it against the side of the table. She held it out in front of her and audaciously lunged toward Kraven.

"Let him go!" She demanded as she neared closer. "I mean it!"

Kraven let out a slight laugh, taunting Debra, who he assumed was bluffing. He continued to ignore her as he pinned Spider-man and then picked him up by the neck with one hand. He was about to snap his neck but he paused to say, "You've been a good competitor, Spider".

But before Kraven could execute the coup de grace, Debra lunged toward him with the broken glass as a weapon. He was taken off guard and released Spider-man so that he could deflect her attack, knocking her to the floor. But this was just the opportunity Felicia needed to finally creep from behind and take the unguarded Kraven by surprise. She pounced on him and stuck the needle in his back and injected the full amount of tranquilizer.

Kraven managed to shake Felicia off his back and he exclaimed through clenched teeth, "Kitty!"

Then he started to stumble as the drug took effect and it looked as if he were about to pass out. Felicia wasn't taking any chances though. She quickly got to her feet and gave Kraven a forceful punch in the face. He fell to the floor unconscious and Felicia spat at his limp body, "Don't call me, Kitty!"

Felicia then rushed toward Peter who was struggling to get up. But Doctor Connors called out to her, "The antidote! Get the antidote!"

Felicia turned back toward Kraven's unconscious body and knelt down on the floor beside him. She cursed as she rummaged through his animal skins, looking for something that would resemble the antidote. She found a belt with a pouch attached and inside the pouch was a vial. She grabbed the vial and opened it. She then hurried back to Spider-man's side. He had apparently passed out again. She leaned his head back but she was stopped before she could administer the contents of the vial.

"Wait!" shouted Debra who was regaining her bearings after being tossed to the floor by Kraven. She had large cut on her face that was dripping blood over her eyes, but she did not seem to notice.

"He needs the antidote!" Felicia protested.

"That might not be the antidote. It could be a trick," Debra replied. "Let me and Doctor Connors analyze it quickly before we give it to him."

"She's right," Doctor Connors agreed.

"Fine," Felicia conceded. But she made a point of handing the vial over to Doctor Connors and not to Debra.

Debra took it from his hand, shooting the Black Cat a disdainful look. "No offense Doctor Connors," she then pointed to his missing arm, "but I can prepare a slide a bit faster."

"You're right." Doctor Connors agreed.

Debra prepared a sample from the contents of the vial and then allowed Doctor Connors to look at it under the microscope. He then nodded, "This looks like the antidote. It's very similar to the version of antitoxin that we came up with before."

"Good. Let's give it to him!" Felicia exclaimed. She grabbed the vial back from Debra but before she could turn around someone had grabbed her hand.

It was Peter. He had gotten up without any of them noticing and then he snatched the vial from Felicia's hand.

"You need to take that right away!" Felicia said.

But Peter shook his head. "Divide it up into thirds. Give Kraven a third, give me a third, and then use the last to make more of the antidote for both of us."

"You're crazy," Debra replied. "He tried to kill you! You don't owe him anything. You're the one who needs it. Stop wasting time at take it already."

"He said himself that he'd rather die. That's what he wants." Felicia insisted.

"I'm not in the habit of letting criminals get what they want. I won't let him die." Peter found an empty test tube and began to pour part of the antidote into it. His hands were shaking, and it looked as if it would spill, until Doctor Connors took over for him, his one hand steadier than Peter's.

"I'll work on making more of the antidote," Doctor Connors replied as he divided up the liquid. "Take this now. I don't know how much longer your body can fight off the toxin."

Doctor Connors handed him the vial with the remaining third of the antidote and Peter drank it. "Thank you, all of you, for helping me."

"Lay down," Debra ordered. "You need to take it easy."

"I'm not so sure that's such a good idea…" Doctor Connors replied as they all made out the faint sound of police sirens. The sirens were growing louder and all of them knew that they were headed toward the science laboratory. "Someone must of seen that maniac crash through the window. You have to get out of here now."

"My mask!" Peter replied as he searched the ground frantically. As he searched his knees gave out from under him. Felicia caught him before he fell to the floor. "I'm Ok. I need to leave before the police come."

"You can't leave like this! You can barely walk!" Felicia replied.

"I have to agree with her. You're in no shape to be swinging atop buildings," Doctor Connors added.

Debra found his mask on the floor and handed it back to him. "We have to find a way to get you out of here and soon! The police will be here any minute."

To be continued…

Note: Thank you for all the great feedback. I apologize for any errors in this chapter. I wrote it kind of quick because I really wanted to get a new chapter up. I'm also sorry for not updating sooner. I'm so impressed that people keep reading this despite the long periods between chapters. Thank you for your patience and keep telling me what you think. I'm getting close to the end!


	26. 26

Doctor Connors ushered them out the laboratory door and into the hallway. He turned toward Debra, "Use the back stairway, the one by the physics labs."

"What about you?" Debra asked.

"I'll deal with the police," Doctor Connors replied.

"Come on. Let's go!" Felicia didn't want to be there when the police arrived. She remembered when she first met Spider-Man and his jokes about how the police hated him. For an instant, she forgot what was going on around her and reveled in the memory of her early days with Spider-Man. It was only an instant and then her focus returned solely to getting Spider-Man to safety.

Peter, unable to support himself, had his arm around the Black Cat's shoulder. He tried to put on his mask with his free hand but he was losing his coordination. He struggled to remain conscious.

Debra took the mask and put it in her pocket for the time being. "Don't worry about it for now."

Upon hearing this, Peter passed out. Felicia stumbled, surprised by the sudden extra weight she was supporting. Debra took his other arm and put it around her shoulder so that he was held between the two girls. "I got you," Debra said under her breath. Then with confidence, she said aloud, "Let's get out of here."

Felicia and Debra carried Peter down the hallway. When they reached the stairwell Felicia insisted, "I can take it from here."

Debra didn't protest. She wanted to help, but she knew Felicia was stronger. She watched as Felicia scooped up Peter and carried him down the stairs. Debra ran ahead to the back exit of the science laboratories which overlooked the University Promenade. Debra checked outside. She didn't see any police, but the first rays of dawn had already begun to illuminate the campus.

The University Promenade was a half mile stretch of open grass between several of ESU's main buildings. During the day, it was filled with students sunbathing, studying and playing Frisbee. It was still early, but Debra knew there would soon be joggers running through the Promenade.

Felicia's heart dropped as she reached the open door and saw the early morning sun. She had always preferred the night and would have been willing to risk carrying Spider-Man in public if it were still dark. She and Debra knew that now they would not be able to escape unnoticed.

"What are we going to do?" Felicia asked.

"I dunno," Debra replied. "My apartment is only a few blocks from here but someone will see us."

Felicia put Peter down on the ground and turned toward Debra, "I'm gonna look around the building, see if we have any other options."

Before Debra could protest, the Black Cat was gone. Debra turned her attention to Peter. His was still unconscious, his face covered in sweat. She wasn't sure what to do but decided he was probably going to have to be awake for their escape. She slapped his cheek, lightly at first and then harder until he opened his eyes.

"Peter, I'm sorry… I didn't know what to do," Debra pleaded as Peter came to. "I don't know how we're going to get out of here."

Peter squinted, shook his head, and took moment to survey his surroundings. It took him a few seconds to register where he was and what had just happened.

"Where's the Black Cat? Is she OK?" Peter frantically asked Debra.

"She's fine," Debra answered trying to conceal the hurt she felt upon hearing his concern for Felicia. "She's trying to find a way out of here. My apartment's not too far away…but the sun's coming up. Someone will see us."

Felicia returned, her expression indicating that she had not found an alternative way out. "I didn't see any other exits…at least nothing discreet." She noticed that Peter was conscious again. "You're awake! How are you feeling?"

Peter smiled through his pain, "Never better."

Debra started to panic. "What are we going to do?" She repeated it, mostly for herself as paced in front of Peter. "What are we going to do?" She bit her lip- she couldn't fail him now, when he needed her most. Think of something, she told herself.

"Debra, calm down. It'll be OK," Peter reassured. He then leaned on the wall, pushing himself to his feet. He took a few deep breaths, and after a moment, he turned back toward Debra. "You know Dr. Sanders' lab?"

"Why?" Debra asked.

"She has a supply cabinet with a couple extra lab coats. Grab two of them," Peter instructed.

Debra didn't hesitate. She ran down the hallway and the Black Cat, without waiting for an explanation, followed after her. She reached the lab but the door was locked.

"No!" Debra cried as she pulled at the door.

Felicia grunted, "Watch out!"

Before Debra could react, Felicia had clenched her hand in a fist and punched through the door window. She maneuvered her hand around the remaining shards of glass, reached in and opened the door from the inside.

Debra ran to the supply cabinet and grabbed the lab coats. "Got it!" She signaled to Felicia and the two ran back to Peter.

"Here you go," Debra said as she helped Peter into the coat. She had figured, as they were breaking into Dr. Sanders' lab, that the coat would cover most of his costume, showing only his boots.

As Peter buttoned up the lab coat, he told Debra, "Give the other one to the Black Cat."

"What?" Felicia questioned.

"How else are you going to get away?" Peter replied. "Put it on. It'll cover your costume and we won't be as likely to draw attention to ourselves."

Felicia did as she was told.

"And take off your mask." Upon seeing her hesitation, he added, "Its OK. I _know,_ Felicia." He looked down at his feet and then continued, "I've known for awhile. And you can trust Debra. Don't worry."

Felicia sighed. He misunderstood her reluctance. It wasn't that she was afraid of exposing her identity; it was that she had imagined the moment, over and over again, when she would finally take off her mask and reveal her true identity to Spider-Man. It wasn't supposed to be like this. She didn't want to let go of that dream.

So much had happened in the last few hours that completely shook every notion Felicia had about Spider-Man and their relationship. Yet somehow she still wanted to hold on to this last gesture and save her unmasking for another time. But she knew Spider-Man's safety was more important. Avoiding eye contact with Peter, Felicia removed her mask.

To be continued…

Author's Note: I'm sorry that it's been almost a year since I last updated. If you are still following this I'm really impressed. Let me know what you think!

Also, thank you so much to my great beta readers Mark C and htbthomas! They rock. I wouldn't have been able to get this chapter up without them.


	27. 27

Peter, Debra and Felicia made their way down the University Promenade. Peter had his arms around the two girls' shoulders for support and they walked as quickly as they could without Peter stumbling. They were halfway across the Promenade and fortunately had not encountered anyone. Still, they could hear the police sirens behind them and saw traces of the blue and red flashing lights out of the corner of their eyes. No one dared to look back, but they knew more police were arriving on the ESU campus.

Because of the gravity of the situation, no one had spoken since they left the science building. It was Peter who first broke the silence, attempting to lighten the mood.

"It's a nice day for a walk."

"Mmmm," Debra grunted in response. Her body strained to support Peter's weight and she was in no mood to joke. They were all in danger, but Peter more so than anyone. How could he joke at a time like this? But that was Peter for you, Debra thought. He didn't seem to care about the danger he faced when he dressed up in that ridiculous costume. Debra wanted to shout back at him_: Look where it got you this time! You almost died! _ But she didn't.

Felicia didn't respond but the joke made her think. Part of what she loved about Spider-Man was his quick, confident wit. It seemed so different now coming from Peter.

Debra pointed with her free arm, "My apartment's just two blocks east. We can cut through campus to avoid most of the streets." She remembered being reluctant to purchase an apartment so close to ESU. It was more expensive, but it was a short walk to the Science Labs and she had wanted to spend as much time as possible on her research. Now she was thankful that she had spent the extra money.

Felicia cursed under her breath. Debra looked around, searching for what had caused the reaction in Felicia. Debra could barely make out a figure in the distance, but she realized it must be a jogger approaching them.

Felicia cursed again and then said aloud, "Why is she even awake right now?" Debra realized that Felicia's eyes were much better than her own and that she had recognized the jogger in the distance.

The girl was currently running through the main stretch of the campus on a sidewalk that led to the gates of the University Promenade. She was headed right for them.

"Is there any other way to your apartment?" Felicia asked.

"Not really," Debra replied. "This way is the quickest and we avoid the streets."

"Great." Felicia mumbled.

"Who is she?" asked Peter.

"An old friend," Felicia sighed.

They pushed forward in silence as the jogger approached. Debra now recognized her as well. She remembered being in a few classes with her. The girl was wearing black spandex running shorts and a tight pink sports top. Her blonde hair was pulled back high on her head and it bounced as she ran. Debra would have normally shot the girl a disapproving look, but she knew better. She didn't want to draw the girl's attention. Debra noticed Felicia averted her eyes as well.

As the girl came closer, Felicia's heart began to pound. Why was she so nervous? She'd been in much worse situations before. She was just one, unarmed girl. But it was different. She was exposed. For the first time, Felicia began to understand the power behind the mask. Peter understood that better than anyone.

The jogger passed under the gates to the Promenade and was a mere ten feet away. The girl didn't appear to be paying attention as she ran. Felicia thought that they might actually be able to pass her without confrontation. Then the girl stopped suddenly. "Felicia?" She asked in amazement.

"Jenny!" Felicia replied. "Wow. It's been a while."

Felicia, Peter and Debra came to a halt.

"Yeah. I called you a couple times but you always seem so busy now, especially at night." Jenny responded.

"Well, you know." Felicia laughed. Jenny's perplexed expression seemed to say that she didn't know. Debra realized that this girl had no idea what Felicia really did. Before Jenny could ask her anything more, Felicia added, "What are you doing up right now? It's, like, insanely early!"

"I kinda started this fitness kick. You know, yoga, pilates, and stuff. I like to run before it gets too hot. I never thought I'd be an early…" The girls' gaze drifted over to Peter. "Um, is he OK? He doesn't look so good."

"I'm fine," Peter answered, trying to smile. He could barely keep his bloodshot eyes open and his head swayed woozily.

"Are you sure? Do you want me to get some help?" Jenny replied.

"No!" Felicia insisted a bit too forcefully. She collected herself. Lying was one of her strengths. She'd spent many years lying to men and even more lying to her mother. This shouldn't be any different. "He's just a little drunk. It was kind of a late night if you know what I mean. And God knows what else he had at the party! We're just gonna get him home and into bed."

"Oh," Jenny answered, but she did not seem entirely convinced. She suspiciously looked them up and down, taking note of the lab coats and Peter's bright red boots.

"Yeah, last night was kind of crazy. I have to tell you all about it. We should do lunch or go shopping!" Felicia suggested. She was surprised by how quickly she had slipped back into her carefree, ditzy persona. Now that she was pretending to be her old self she realized how much she had changed.

"That sounds great. There's this new bag over at…"

Felicia interrupted her, recognizing that they had already wasted enough time. "Oh, for sure. Look, I don't want to keep you from your run and we should really get him into bed." Felicia started walking again, and Debra and Peter followed suit. She called out afterwards. "I'll call you!"

Felicia looked over her shoulder. She saw Jenny shrug and then continue running.

"God, that was obnoxious," Felicia muttered in disgust. "Sorry it took so long."

"No, you did good." Debra couldn't believe that she was actually complimenting Felicia. But she had shown that she was quick on her feet. Even more surprising to Debra was that Felicia seemed disgusted by her ditzy act.

"Thanks," Peter laughed between a coughing spell. "I've always wanted to be known as a party animal."

"You still don't drink, do you?" Felicia asked. She remembered taking Peter to one of her mother's parties and he'd refused champagne. "I guess now I understand why."

They passed under the Promenade gates and cut behind one the campus buildings. Debra led them through a backstreet to her apartment building. A few cars passed them in the early morning but no one paid much attention.

They climbed the three flights of stairs to Debra's apartment and opened the door. Felicia and Debra laid him gently on Debra's beat up couch. Debra then ran back, closed the front door and breathed a sigh of relief.

"Guys…thanks," Peter sighed and then passed out, unable to keep his eyes open any longer.

"Now what?" Felicia asked, concerned that Peter did not seem to be getting better.

"Let him rest," Debra answered. "I need to go back and get the rest of the antidote."

To be continued….

Author's Note: Thank you so much for all the great reviews! I'm glad to see people are still interested in this fic. It should be a couple chapters more. I always have a basic outline for my stories but sometimes they take on a life of their own. Also, thank you again to Mark C and htbthomas for all their help.


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